S-1

As filed with the Securities and Exchange Commission on May 5, 2021

Registration No. 333 - 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

___________________

YUBO INTERNATIONAL BIOTECH LIMITED

(Exact Name of Registrant as Specified in its Charter)

New York	0-21320	11-3074326
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Room 105, Building 5, 31 Xishiku Avenue

Xicheng District, Beijing, China

+86 (010) 6615-5141

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jun Wang

Chief Executive Officer

Yubo International Biotech Limited

Room 105, Building 5, 31 Xishiku Avenue

Xicheng District, Beijing, China

+86 (010) 6615-5141

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all correspondence to:

Lina Liu	Mark C. Lee, Esq.
Chief Financial Officer Yubo International Biotech Limited Room 105, Building 5, 31 Xishiku Avenue Xicheng District, Beijing, China +86 (010) 6615-5141	Greenberg Traurig, LLP 1201 K Street, Suite 1100 Sacramento, CA 95814 (916) 868.063

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered (1)	Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee
Class A Common Stock, par value $0.001 per share	$	2,500,000.00	$	272.75
Class A Common Stock issued to selling stockholders(3)		6,125,550.00		668.30
Total		8,625,550.00		941.05

_____________

(1)	In accordance with Rule 416(a), this Registration Statement also covers an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.
(2)	Estimated solely for the purpose of calculating the registration fee under Rule 457(o) of the Securities Act of 1933, as amended (“Securities Act”).
(3)	Represents an aggregate of 12,251,100 shares of Class A common stock offered for resale by the selling stockholders.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any jurisdiction where the offer, solicitation, or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 5, 2021

PRELIMINARY PROSPECTUS

YUBO INTERNATIONAL BIOTECH LIMITED

Up to an aggregate of 17,251,100

Shares of Class A Common Stock

We are offering, on a “best efforts” basis, up to an aggregate of 5,000,000 shares of our Class A common stock, par value 0.001 per share at a fixed price of $0.50 per share. Our shares of Class A common stock are quoted on the OTC Marketplace under the symbol “YBGJ”. On May 3, 2021, the closing price of our Class A common stock on the OTC Marketplace was $0.35 per share.

Additionally, (i) Focus Draw Group Limited (“Focus”), is selling up to 4,728,000 shares of our Class A common stock held by Focus (the “Focus Shares”), (ii) Dragoncloud Technology Limited (“Dragoncloud”) is selling up to 5,768,100 shares of our Class A common stock held by Dragoncloud (the “Dragoncloud Shares”), and (iii) Cheung Ho Shun (“Cheung”) is selling up to 1,755,000 shares of our Class A common stock held by Cheung (the “Cheung Shares”). Focus, Dragoncloud and Cheung are referred to collectively as the selling stockholders and the Focus Shares, the Dragoncloud Shares and the Cheung Shares are referred to collectively as the Resale Securities.

We are offering the shares on a self-underwritten basis which means our officers and directors will attempt to sell the shares in reliance on the safe harbor from broker-dealer registration under Rule 3a4-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All funds that we raise from the offering will be immediately available for our use and will not be returned to investors. We do not have any arrangements to place the funds received from the sale of shares in the offering in an escrow, trust or similar account.

The offering will end on December 31, 2021, unless all of the shares are sold before that date, we extend the offering another 30 days or we otherwise decide to terminate the offering early or cancel it, in each case in our sole discretion. If we extend the offering, we will provide that information in an amendment to this prospectus. If we close the offering early or cancel it, including during any extended offering period, we may do so without notice to investors, although if we cancel the offering we will promptly return any funds investors may already have paid. We will bear the expenses relating to the registration of the shares. Each selling stockholders will determine at what price they may sell the Resale Securities.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 3 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per share of Common Stock		Total
Public offering price	$	0.50	$	2,500,000.00
Proceeds to us, before expenses	$	0.50	$	2,415,058.95

Because there is no minimum offering amount required as a condition to closing in this offering, the actual public offering amount and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above.

The date of this prospectus is May 5, 2021

TABLE OF CONTENTS

	PAGE
Prospectus Summary		1
Incorporation by Reference		2
Risk Factors		3
Forward-Looking Statements		22
Use of Proceeds		23
Dividend Policy		24
Dilution		24
Capitalization		25
Plan of Distribution		26
Description of Securities		28
Business		29
Market for Common Equity and Related Stockholder Matters		46
Management’s Discussion and Analysis of Financial Condition and Results of Operations		47
Management		53
Executive Compensation		55
Principal and Selling Stockholders		56
Certain Relationships and Related Transactions and Director Independence		58
Experts		60
Legal Matters		60
Interests of Named Experts and Counsel		60
Where You Can Find Additional Information		60
Index to Consolidated Financial Statements	F-1

You should rely only on the information contained in this prospectus. Neither we nor the selling stockholders have authorized any other person to provide you with information that is different from that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the selling stockholders take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in our securities. You should carefully read the entire prospectus including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Financial Statements, before making an investment decision.

In this prospectus, unless otherwise specified, the terms “we,” “our,” “us,” the “Company,” or the “Registrant” refer to Yubo International Biotech Limited, a New York corporation formerly known as Magna-Lab, Inc. and its wholly owned subsidiaries, including without limitation, Platinum International Biotech Co., Ltd., a company organized under the laws of the Cayman Islands, and Yubo International Biotech (Beijing) Limited, a company organized under the laws of the People’s Republic of China.

Corporate Overview

We are a leading supplier of innovative products that process, store and administer therapeutic doses of endometrial stem cells for treatment of disease and injuries in the PRC. Our future products will harvest stem cells, wound healing proteins or growth factors from the blood, or tissue, of a single donor. We also plan to market our products, Life Shinkansen Liquid Dressing and Life Shinkansen Spray Dressing, which, combined with different ingredients and equipment, will be used for treatment of small wounds, bruises, cutting wounds and other superficial wounds, , as well as for skincare, respiratory system cleansing and conditioning, and eye cleansing.

Effective December 4, 2020, we changed our corporate name from Magna-Lab, Inc. to Yubo International Biotech Limited.

Corporate Information

Our principal executive offices are located at Room 105, Building 5, 31 Xishiku Avenue, Xicheng District, Beijing, PRC. Our telephone number is +86 (010) 6615-5141. Our website address is http://www.yubogroup.com/. The information contained in, or that can be accessed through, our website is not incorporated by reference into, and is not a part of, this prospectus. You should not consider any information on our website to be part of this prospectus or in decides whether to purchase our securities. We have included our website address in this prospectus solely for informational purposes. 

1

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the information in other documents that we file with it, including at a subsequent date. The information incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus. In addition to documents referenced as incorporated by reference elsewhere in this prospectus, we incorporate by reference herein all documents subsequently filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering; provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules.

2

RISK FACTORS

Any investment in our securities involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our securities. Our business, financial condition or results of operations could be materially adversely affected by these risks if any of them actually occur. Our common stock is quoted on the OTC Marketplace under the symbol “YBGJ.” This market is extremely limited and the prices quoted are not a reliable indication of the value of our common stock. As of the date of this prospectus, there has been very limited trading of shares of our common stock. If and when our common stock is traded, the trading price could decline due to any of these risks, and an investor may lose all or part of his or her investment. Some of these factors have affected our financial condition and operating results in the past or are currently affecting us. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this prospectus.

Risks Related to this Offering:

You will experience immediate and substantial dilution in the book value per share of the common stock you purchase.

Because the price per unit being offered will be higher than the book value per share of our common stock, you will suffer substantial dilution in the net tangible book value of the common stock you acquire in this offering. See the section titled “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase units in this offering.

Because our management will have broad discretion and flexibility in how the net proceeds from this offering are used, we may use the net proceeds in ways in which you disagree.

We currently intend to use the net proceeds from this offering for general corporate purposes, including working capital. We have not allocated specific amounts of the net proceeds from this offering for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.

Shares of our common stock that have not been registered under the Securities Act of 1933, as amended, regardless of whether such shares are restricted or unrestricted, are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to a “shell company.” In addition, any shares of our common stock that are held by affiliates, including any received in a registered offering, will be subject to the resale restrictions of Rule 144(i).

Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, we were a “shell company” pursuant to Rule 144 prior to the consummation of the Exchange Transaction, and as such, sales of our securities pursuant to Rule 144 are not able to be made until a period of at least twelve months has elapsed from the date on which the Company’s Current Report on Form 8-K has been filed with the Commission reflecting the Company’s status as a non- “shell company.” Therefore, any restricted securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after the date of the filing of the Company’s Current Report on Form 8-K and we have otherwise complied with the other requirements of Rule 144.  As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash. Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our previous status as a “shell company” could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless. Lastly, any shares held by affiliates, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i).

3

The relative lack of public company experience of our management team may put us at a competitive disadvantage.

Our management team lacks public company experience and is generally unfamiliar with the requirements of the United States securities laws and U.S. Generally Accepted Accounting Principles, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. The individuals who now constitute our senior management team have never had responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately responds to such increased legal, regulatory compliance and reporting requirements. Our failure to comply with all applicable requirements could lead to the imposition of fines and penalties and distract our management from attending to the growth of our business.

We are subject to the reporting requirements of federal securities laws, which is expensive.

We are a public reporting company in the United States and, accordingly, subject to the information and reporting requirements of the Exchange Act and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley Act. The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders causes our expenses to be higher than they would be if we remained a privately-held company.

Our compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls is time consuming, difficult and costly.

We are a reporting company with the SEC and therefore must comply with Sarbanes-Oxley Act and SEC rules concerning internal controls. It is time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. In order to expand our operations, we will need to hire additional financial reporting, internal control, and other finance staff in order to develop and implement appropriate internal controls and reporting procedures.

Our common stock is not listed on any stock exchange and there is a limited market for shares of our common stock. Even if a market for our common stock develops, our common stock could be subject to wide fluctuations.

Our common stock is not listed on any stock exchange. Although our common stock is listed on the OTC Marketplace, there is a limited public market for shares of our common stock, and limited trades of our common stock have taken place on the OTC Marketplace. Even if the shares of our common stock may in the future trade greater volume on the OTC Marketplace, the liquidity and price of our common stock is expected to be more limited than if such securities were quoted or listed on a national exchange. No assurances can be given that an active public trading market for our common stock will develop or be sustained. Trading volume may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in over the counter stocks and certain major brokerage firms restrict their brokers from recommending over the counter stocks because they are considered speculative, volatile and thinly traded. Lack of liquidity will limit the price at which stockholders may be able to sell our common stock.

Even if our common stock will in the future trade more actively on the OTC Marketplace, the price of such common stock could be subject to wide fluctuations, in response to quarterly variations in our operating results, announcements by us or others, developments affecting us, and other events or factors. In addition, the stock market has experienced extreme price and volume fluctuations in recent years. These fluctuations have had a substantial effect on the market prices for many companies, often unrelated to the operating performance of such companies, and may adversely affect the market prices of the securities. Such risks could have an adverse effect on the stock’s future liquidity.

4

Because we became public by means of a “reverse merger,” we may not be able to attract the attention of major brokerage firm or investors in general.

Additional risks may exist because we became a public company through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our company in the future. In addition, the SEC has recently issued an investor bulletin warning to investors about the risks of investing in companies that enter the U.S. capital markets through a “reverse merger.” The release of such information from the SEC may have the effect of reducing investor interest in companies, such as us, that enter the U.S. capital markets through a “reverse merger.”

We cannot assure you that our common stock will become eligible for listing or quotation on any exchange and the failure to do so may adversely affect your ability to dispose of our common stock in a timely fashion.

In order for our common stock to become eligible for listing or quotation on any exchange, reverse merger companies must have had their securities traded on an over-the-counter market for at least one year, maintained a certain minimum closing price for not less than 30 of the most recent 60 days prior to the filing of an initial listing application and prior to listing, and timely filed with the SEC all required reports since consummation of the reverse merger, including one annual report containing audited consolidated financial statements for a full fiscal year commencing after the date of filing of the Current Report on Form 8-K which discloses the reverse merger. We may not be able to meet all of the filing requirements above and may not be able to satisfy the initial standards for listing or quotation on any exchange in the foreseeable future or at all. Even if we are able to become listed or quoted on an exchange, we may not be able to maintain a listing of the common stock on such stock exchange.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We do not anticipate paying any cash dividends.

We presently do not anticipate that we will pay any dividends on any of our capital stock in the foreseeable future. The payment of dividends, if any, would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any dividends will be within the discretion of our Board of Directors (the “Board”). We presently intend to retain all earnings, if any, to implement our business plan; accordingly, we do not anticipate the declaration of any dividends in the foreseeable future.

Our common stock may be subject to penny stock rules, which may make it more difficult for our stockholders to sell their common stock.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price of less than $5.00 per share. The penny stock rules require a broker-dealer, prior to a purchase or sale of a penny stock not otherwise exempt from the rules, to deliver to the customer a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules.

5

Volatility in our common stock price may subject us to securities litigation.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

We may need additional capital, and the sale of additional shares or other equity securities could result in additional dilution to our stockholders.

We expect our existing cash will not be sufficient to fund our capital requirements for at least the next two months. We require additional capital for the development and commercialization of our product candidates and may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our resources are insufficient to satisfy our cash requirements, we will seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

Certain of our executive officers, directors and large stockholders own a significant percentage of our outstanding capital stock. As of May 5, 2021, our executive officers, directors, holders of 5% or more of our capital stock and their respective affiliates owned approximately 80.4% of our outstanding shares of common stock. Accordingly, our directors and executive officers have significant influence over our affairs due to their substantial ownership coupled with their positions on our management team and have substantial voting power to approve matters requiring the approval of our stockholders. For example, these stockholders may be able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This concentration of ownership may prevent or discourage unsolicited acquisition proposals or offers for our common stock that some of our stockholders may believe is in their best interest.

We have a substantial number of authorized common shares available for future issuance that could cause dilution of our stockholders’ interest and adversely impact the rights of holders of our common stock.

We have a total of 1,000,000,000 shares of Class A common stock and 3,750,000 shares of Class B common stock authorized for issuance and up to 5,000,000 shares of preferred stock with the rights, preferences and privileges that our Board may determine from time to time. As of May 5, 2021, we had 118,177,885 shares of issued and outstanding Class A common stock, 4,447 shares of issued and outstanding Class B common stock, and no outstanding preferred stock. We may seek financing that could result in the issuance of additional shares of our capital stock and/or rights to acquire additional shares of our capital stock. We may also make acquisitions that result in issuances of additional shares of our capital stock. Those additional issuances of capital stock would result in a significant reduction of your percentage interest in us. The addition of a substantial number of shares of our common stock into the market or by the registration of any of our other securities under the Securities Act of 1933, as amended (the “Securities Act”), may significantly and negatively affect the prevailing market price for our common stock.

6

There is not now, and there may never be, an active, liquid and orderly trading market for our common stock, which may make it difficult for you to sell your shares of our common stock.

There is not now, nor has there been since our inception, any significant trading activity in our common stock or a market for shares of our common stock, and an active trading market for our shares may never develop or be sustained. As a result, investors in our common stock must bear the economic risk of holding those shares for an indefinite period of time. Although our common stock is quoted on the OTC Marketplace, an over-the-counter quotation system, trading of our common stock is extremely limited and sporadic and at very low volumes. We do not now, and may not in the future, meet the initial listing standards of any national securities exchange. We presently anticipate that our common stock will continue to be quoted on the OTC Marketplace or another over-the-counter quotation system in the foreseeable future. In those venues, our stockholders may find it difficult to obtain accurate quotations as to the market value of their shares of our common stock and may find few buyers to purchase their stock and few market makers to support its price. As a result of these and other factors, you may be unable to resell your shares of our common stock at or above the price for which you purchased them, or at all. Further, an inactive market may also impair our ability to raise capital by selling additional equity in the future and may impair our ability to enter into strategic partnerships or acquire companies or products by using our shares of common stock as consideration.

If we are unable to implement and maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our reported financial information and the market price of our common stock may be negatively affected.

As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report on the internal control over financial reporting. If we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, our management will be unable to conclude that our internal control over financial reporting is effective. Moreover, when we are no longer a smaller reporting company, our independent registered public accounting firm will be required to issue an attestation report on the effectiveness of our internal control over financial reporting. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to our internal controls or the level at which our internal controls are documented, designed, implemented or reviewed.

If we are unable to conclude that our internal control over financial reporting is effective, or when we are no longer a smaller reporting company, if our auditors were to express an adverse opinion on the effectiveness of our internal control over financial reporting because we had one or more material weaknesses, investors could lose confidence in the accuracy and completeness of our financial disclosures, which could cause the price of our common stock to decline. Internal control deficiencies could also result in a restatement of our financial results in the future.

If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

7

Risks Related to our Business and Industry

The commercial success of our products depends upon the degree of their market acceptance among the medical community. If our products do not attain market acceptance among the medical community, our operations and profitability would be adversely affected.

The commercial success of our products depends, in large part, upon the degree of market acceptance they achieve among the medical community, particularly among physicians, pharmacists, administrators of hospitals, clinics and other health care institutions. Physicians may not prescribe or recommend our products to patients and pharmacies, procurement departments of hospitals, clinics and other health care institutions may not purchase our products if physicians or pharmacists do not find our products attractive. The acceptance and use of our products among the medical community will depend upon a number of factors including:

· perceptions by physicians, pharmacists, patients and others in the medical community about the safety and effectiveness of our products;

· the prevalence and severity of any side effects;

· pharmacological benefit of our products relative to competing products and products under development;

· the efficacy and potential advantages relative to competing products and products under development;

· relative convenience and ease of administration;

· effectiveness of our education, marketing and distribution efforts;

· publicity concerning our products or competing products and treatments; and

· the price for our products and competing products.

If our products fail to attain market acceptance among the medical community, or if our currently marketed products cannot maintain market acceptance, our results of operations and profitability would be adversely affected.

We have a history of losses and may continue to incur losses in the future, which raises substantial doubt about our ability to continue as a going concern.

We have a history of losses and may continue to incur losses in the future, which could negatively impact the trading value of our common stock. We may continue to incur operating losses in future periods. These losses may increase and we may never achieve or sustain profitability on a quarterly or annual basis in the future for a variety of reasons, including increased competition, decreased growth in the automotive industry and other factors described elsewhere in this “Risk Factors” section.

Further, we may incur significant losses in the future due to unforeseen expenses, difficulties, complications and delays and other unknown events. If we cannot continue as a going concern, our stockholders may lose their entire investment.

These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent registered public accounting firm's report on our audited financial statements as of and for the year ended December 31, 2021. If we are unable to continue as a going concern, investors will likely lose all of their investment in our company. The consolidated financial statements included in this report do not include any adjustments that might result from the outcome of this uncertainty.

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Our proprietary, next-generation stem cell derived technologies, our approach for stem cell storage facilities and our manufacturing platform for our stem cell based product candidates, represent emerging approaches to medical treatments that face significant challenges and hurdles.

We have concentrated our primary research and development efforts on our stem cell therapies using our expertise in tumor biology and cell programming, and our future success is highly dependent on the successful development and manufacture of our CAR-T product candidates. We do not currently have any approved or commercialized products. As with other targeted therapies, off-tumor or off-target activity could delay development or require us to reengineer or abandon a particular product candidate. Because CAR-T cell therapies represent a relatively new field of cellular immunotherapy and cancer treatment generally, developing and commercializing our product candidates subjects us to a number of risks and challenges, including:

• obtaining regulatory approval for our product candidates, as the regulatory authorities may have limited experience with stem cell based therapies;

• developing and deploying consistent and reliable processes for engineering a patient’s stem cells ex vivo and infusing the engineered stem cells back into the patient;

• conditioning patients with other medical treatments in conjunction with delivering each of our products, which may increase the risk of adverse side effects of our product candidates;

• sourcing clinical and, if approved, commercial supplies of the materials used to manufacture our product candidates;

• developing programming modules with the desired properties, while avoiding adverse reactions;

• creating viral vectors capable of delivering multiple programming modules;

• developing a reliable and consistent vector and cell manufacturing process;

• establishing manufacturing capacity suitable for the manufacture of our product candidates in line with expanding enrollment in our clinical studies and our projected commercial requirements;

• achieving cost efficiencies in the scale-up of our manufacturing capacity;

• developing protocols for the safe administration of our product candidates;

• educating medical personnel regarding our stem cell technologies and the potential side effect profile of our product candidates;

• establishing sales and marketing capabilities to successfully launch and commercialize our product candidates if and when we obtain any required regulatory approvals, and risks associated with gaining market acceptance of a novel therapy if we receive approval; and

• the availability of coverage and adequate reimbursement from third-party payors for our novel and personalized therapies in connection with commercialization of any approved product candidates.

We may not be able to successfully develop our stem cell derived products, our technology or our other products in a manner that will yield products that are safe, effective, scalable or profitable.

We may not be able to successfully create our own manufacturing infrastructure and stem cell storage facilities for supply and maintenance of our requirements of programmed stem cell products for use in clinical trials and for commercial sale.

We currently have manufacturing and storage facilities in China supplying clinical materials for our trials and commercial production through agreements with third parties. We intend to expand the capacities at these sites as we begin to expand the production of our products. We are also in the process of establishing manufacturing capability in Beijing, which will provide a regional product supply as well as add to our global manufacturing ability.

Our manufacturing and commercialization strategy is based on establishing a fully integrated vein-to-vein product delivery cycle. Over time, we expect to establish regional or zonal manufacturing hubs to service major markets to meet projected needs for commercial sale quantities. However, we are still in the process of constructing manufacturing and storage facilities that will allow us to meet commercial sale quantities.

The implementation of this plan is subject to many risks. For example, the establishment of a stem cell-therapy manufacturing facility is a complex endeavor requiring knowledgeable individuals. Expanding our internal manufacturing infrastructure will rely upon finding personnel with an appropriate background and training to staff and operate the facility. Should we be unable to find these individuals, we may need to rely on external contractors or train additional personnel to fill the needed roles. There are a small number of individuals with experience in stem cell therapy and the competition for these individuals is high.

We expect that operating our own commercial stem cell manufacturing and storage facilities will provide us with enhanced control of material supply for both clinical trials and the commercial market, enable the more rapid implementation of process changes, and allow for better long-term cost margins. However, we have limited experience as a company in designing and operating a commercial manufacturing and storage facility and may never be successful in developing our own manufacturing capability. We may establish additional manufacturing and storage sites as we expand our commercial footprint to multiple geographies, which may lead to regulatory delays or prove costly. Even if we are successful, our operations could be affected by cost-overruns, unexpected delays, equipment failures, labor shortages, natural disasters, power failures and numerous other factors, or we may not be successful in establishing sufficient capacity to produce our product candidates in sufficient quantities to meet the requirements for the potential launch or to meet potential future demand, all of which could prevent us from realizing the intended benefits of our manufacturing strategy and have a material adverse effect on our business.

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Our success is dependent upon our ability to maintain our relationships with our distributors, to expand such relationships and develop new relationships.

Our business depends significantly on our relationships with our distributors. No assurance can be given that any such distributors will continue their relationships with us, and the loss of one or more of these distributors could have a material adverse effect on our business, results of operations and financial condition. Our ability to grow our business will therefore depend to a significant degree upon our ability to develop new relationships with such distributors and to expand existing relationships. No assurance can be given that new distributors will be found, that any such new relationships will be successful when they are in place, or that business with current distributors will increase. Failure to develop and expand such relationships could have a material adverse effect on our business, results of operations and financial condition.

We may not be able to timely identify or otherwise effectively respond to changing customer preferences, and we may fail to optimize our product offering and inventory position.

The medical industry in China is rapidly evolving and is subject to rapidly changing customer preferences that are difficult to predict. We believe that our success depends on our ability to anticipate and identify customer preferences and adapt our product selection to these preferences. In particular, we believe that we must optimize our product selection and inventory positions based on sales trends. No assurances can be given that our product selection, especially our selections of nutritional supplements and food products, will accurately reflect customer preferences at any given time. If we fail to anticipate accurately either the market for our products or customers’ purchasing habits or fail to respond to customers’ changing preferences promptly and effectively, we may not be able to adapt our product selection to customer preferences or make appropriate adjustments to our inventory positions, which could significantly reduce our revenue and have a material adverse effect on our business, financial condition and results of operations.

We face significant competition, and if we do not compete successfully against existing and new competitors,

our revenue and profitability would be materially and adversely affected.

The medical industry in China is highly competitive, and we expect competition to intensify. In addition, there is a trend towards consolidation of the medical industry in the future. Our primary competitors are other medical distributors. We compete for customers and revenue primarily on the basis of product selection, price, and timely delivery of products. Moreover, we may be subject to additional competition from new entrants to the medical industry in China. If the PRC government removes the barriers for foreign companies to operate majority-owned medical distributors in China, we could face increased competition from foreign companies. Some of our larger competitors may enjoy competitive advantages, such as:

· greater financial and other resources;

· larger variety of products;

· more extensive and advanced supply chain management systems;

· greater pricing flexibility;

· larger economies of scale and purchasing power;

· more extensive advertising and marketing efforts;

· greater knowledge of local market conditions;

· larger sales and distribution networks.

As a result, we may be unable to offer products similar to, or more desirable than, those offered by our competitors, market our products as effectively as our competitors or otherwise respond successfully to competitive pressures. In addition, our competitors may be able to offer larger discounts on the same or competing products, and we may not be able to profitably match those discounts. Furthermore, our competitors may offer products that are more attractive to our customers or that render our products uncompetitive. Our failure to compete successfully could materially and adversely affect our business, financial condition, results of operation and prospects.

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We rely on third-party manufacturers to supply our products.

We rely on third-party manufactures to supply our products. Reliance on such third-party manufacturers involves a number of risks, including a lack of control over the manufacturing process and the potential absence or unavailability of adequate capacity. If any of our third-party manufacturers cannot or will not manufacture our products in required volumes in compliance with applicable regulations, on a cost-effective basis, in a timely manner, or at all, we will have to secure alternative manufacturers. Maintaining relationships with existing manufacturers and replacing such manufacturers may be difficult and time consuming. Any disruption of our network of manufacturers, including failure to renew existing distribution agreements with desired manufacturers, could negatively affect our product selection and our ability to effectively sell our products and could materially and adversely affect our business, financial condition and results of operations

Our certificates, permits, and licenses related to our business are subject to governmental control and renewal and failure to obtain renewal will cause all or part of our operations to be terminated.

We are subject to various PRC laws and regulations pertaining to the medical industry. We have attained certificates, permits, and licenses required for the operation of our business. In the event that we are not able to meet any new requirements imposed on our business by the appropriate regulatory authorities or are unable to renew our certificates, permits and licenses, all or part of our operations may be terminated. Furthermore, if escalating compliance costs associated with governmental standards and regulations restrict or prohibit any part of our operations, it may adversely affect our operation and profitability.

If we are unable to protect our intellectual property from infringement, our business and prospects may be harmed.

As sales of our private label products increasingly account for a substantial portion of our revenue, we consider our brand name, trade names and trademarks to be valuable assets. Under PRC law, we have the exclusive right to use a trademark for products for which such trademark has been registered with the PRC Trademark Office of State Administration for Industry and Commerce (“SAIC”). In addition, no assurances can be given that we will be able to obtain any trademarks for which we may apply in the future.

Moreover, we may be unable to prevent third parties from using our brand name or trademarks without authorization and we may not have adequate remedies for such violations. Unauthorized use of our brand name or trademarks by third parties may adversely affect our business and reputation, including the perceived quality and reliability of our products.

We also rely on trade secrets to protect our know-how and other proprietary information, including pricing, purchasing, promotional strategies, customer lists and/or suppliers lists. However, trade secrets are difficult to protect. While we use reasonable efforts to protect our trade secrets, our employees, consultants, contractors or advisors may unintentionally or willfully disclose our information to competitors. In addition, confidentiality agreements, if any, executed by the foregoing persons may not be enforceable or provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure. If we were to enforce a claim that a third party had illegally obtained and was using our trade secrets, our enforcement efforts could be expensive and time-consuming, and the outcome is unpredictable. In addition, if our competitors independently develop information that is equivalent to our trade secrets or other proprietary information, it will be even more difficult for us to enforce our rights and our business and prospects could be harmed. Litigation may be necessary in the future to enforce our intellectual property rights or to determine the validity and scope of the intellectual property rights of others. However, because the validity, enforceability and scope of protection of intellectual property rights in the PRC are uncertain and still evolving, we may not be successful in prosecuting these cases. In addition, any litigation or proceeding or other efforts to protect our intellectual property rights could result in substantial costs and diversion of our resources and could seriously harm our business and operating results. Furthermore, the degree of future protection of our proprietary rights is uncertain and may not adequately protect our rights or permit us to gain or keep our competitive advantage. If we are unable to protect our trade names, trademarks, trade secrets and other propriety information from infringement, our business, financial condition and results of operations may be materially and adversely affected.

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We face risks associated with uncertainties relating to Regulation for the Administration of Human Genetic Resources.

The collection, preservation, usage and outbound provision of human genetic resources in the PRC are governed by Regulation for the Administration of Human Genetic Resources, or HGR Regulation, except for activities relating to human genetic resources conducted for some specific purposes including clinical diagnosis and treatment. We believe that our stem cell bank is both for the purpose of clinical diagnosis and treatment, so that such activities relating to human genetic resources in our diagnosis business or early screening business may not be governed by HGR Regulation. However, we cannot assure you that our stem cell bank will be continuously deemed as conducted for the purpose of clinical diagnosis and treatment by the relevant government authority. Meanwhile, our endometrial stem cell bank in our development services are governed by HGR Regulation.

Pursuant to HGR Regulation, there are some limitations for foreign entities, individuals and such entities established or actually controlled thereby (“Restricted Entities”, and each, a “Restricted Entity”) to engage in activities relating to human genetic resources. For example, the Restricted Entity is not allowed to collect or preserve human genetic resources of China, while it is prohibited from using human genetic resources of China unless that such Restricted Entity have obtained an approval from relevant government authority or have filed with relevant government authority for international cooperation with a domestic entity. Taking into consideration of our consultation with a competent government authority, among others, although an entity controlled, directly or indirectly, by foreign persons through shareholding ownership would be deemed as a Restricted Entity, HGR Regulation remains unclear as to whether a VIE entity controlled by a wholly foreign owned enterprise through contractual arrangements would be deemed as a Restricted Entity. We cannot assure you that our VIE entities will not be deemed as Restricted Entities in the future, given the lack of clear statutory interpretation regarding HGR Regulation. If our VIE entities engaging in development services are deemed as the Restricted Entities by relevant government authority, our cooperation with foreign entities, among others, would be adversely affected and we may have to cooperate with domestic entities and be required to obtain approvals or file with relevant government authority for such cooperation which could result in additional cost and our business, financial condition and results of operations will be adversely affected.

We are subject to critical accounting policies and actual results may vary from our estimates.

We follow generally accepted accounting principles in the United States in preparing our financial statements. As part of the preparation of such financial reports, we must make many estimates and judgments concerning future events, which affect the value of the assets and liabilities, contingent assets and liabilities, and revenue and expenses reported in our financial statements. We believe that these estimates and judgments are reasonable, and we make them in accordance with our accounting policies based on information available at the time. However, actual results could differ from our estimates, and this could require us to record adjustments to expenses or revenues that could be material to our financial position and results of operations in the future.

We may acquire other businesses, license rights to products or form alliances with third-parties, which could cause us to incur significant expenses and could negatively affect our profitability.

We may pursue acquisitions, licensing arrangements, and strategic alliances, as part of our business strategy. We may not complete these transactions in a timely manner, on a cost-effective basis, or at all, and may not realize the expected benefits. If we are successful in making an acquisition, the products that are acquired may not be successful or may require significantly greater resources and investments than originally anticipated. We may not be able to integrate acquisitions successfully into our existing business and could incur or assume significant debt and unknown or contingent liabilities. This may result in increased borrowing costs and interest expense.

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We may need additional capital and may not be able to obtain it on acceptable terms or at all, which could adversely affect our liquidity and financial position; the issuance of additional equity would result in dilution to our shareholders.

We may need to raise additional capital if our expenditures exceed our current expectations due to changed business conditions or other future developments. Our future liquidity needs and other business reasons may require us to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities or securities convertible or exchangeable to our equity securities would result in additional dilution to our stockholders. The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that restrict our operational flexibility. Our ability to raise additional funds in the future is subject to a variety of uncertainties, including:

· our future financial condition, results of operations and cash flows;

· general market conditions for capital-raising activities by medical companies; and

· economic, political and other conditions in China and elsewhere.

No assurances can be given that we will be able to obtain additional capital in a timely manner or on commercially acceptable terms or at all.

Risks Related to our Corporate Structure

Transactions among our affiliates are subject to scrutiny by the PRC tax authorities and a finding that we or any of our consolidated entities owe additional taxes could have a material adverse impact on our net income and the value of an investment in our common stock.

Under PRC law, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. If any of the transactions we have entered into among our consolidated entities are challenged by the PRC tax authorities to be not on an arm’s-length basis, or to result in an unreasonable reduction in our PRC tax obligations, the PRC tax authorities have the authority to disallow our tax deduction claims, adjust the profits and losses of our respective PRC consolidated entities and assess late payment fees and other penalties. Our net income may be materially reduced if our tax liabilities increase or if we are otherwise assessed late payment fees or other penalties.

We currently conduct our business primarily through a contractually controlled PRC operating entity, and our control of the day-to-day operations of such PRC entity pursuant to contracts, to comply with Chinese law, may not be as effective as conducting business through direct equity ownership of such PRC entity due to uncertainties with respect to the PRC legal system which could materially and adversely affect our results of operations.

We currently conduct a substantial portion of our business primarily through our contractually controlled PRC operating entity. PRC laws and regulations govern our operations in the PRC. Our contractually controlled PRC operating entity is generally subject to laws and regulations applicable to foreign investments in the PRC and, in particular, laws applicable to wholly foreign-owned enterprises (“WFOEs”). Although members of our executive management team and our shareholders include the executive officers and owners of our contractually controlled PRC operating entity, because we do not directly own our contractually controlled PRC operating entity, we may encounter problems enforcing our rights to control the business affairs and day-to-day operations of such entity. If we find it necessary to take legal action in the PRC to enforce our rights under our contracts with the PRC operating entity, we will be subject to the uncertainties of the PRC legal system, where prior court decisions have limited precedential value. Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in PRC. However, the PRC has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in the PRC. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their non-binding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation, if any, of these policies and rules until sometime after the violation. In addition, any litigation in the PRC, regardless of outcome, may be protracted and result in substantial costs and diversion of resources and management attention. Accordingly, notwithstanding our contractual control over our PRC operating entity, such control may not be as effective as if we conducted our business through direct equity owned PRC entities which could materially and adversely affect our results of operations.

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Our contractual arrangements with Yubo and its shareholders may not be as effective in providing control over these entities as direct ownership.

We have no equity ownership interest in Yubo as we rely on the contractual arrangements of the VIE agreements to control and operate Yubo. These contractual arrangements may not be as effective in providing control over Yubo as direct ownership. For example, Yubo could fail to take actions required for our business or fail to pay dividends to Yubo WFOE despite its contractual obligation to do so. If Yubo fails to perform its obligation under the VIE agreements, we may have to rely on legal remedies under PRC law, which may not be effective.

If the PRC government finds that the contractual arrangements that establish the structure for operating our business in China do not comply with PRC laws and regulations, or if these regulations or their interpretations change in the future, we could be subjected to severe consequences, including the nullification of such agreements and the relinquishment of our interest in our VIE.

Current PRC laws and regulations impose certain restrictions or prohibitions on foreign ownership of companies that engage in medical institutions which our stem cell bank relates to, and in the development and application of technologies for diagnosis and treatment of human stem cells and genes, which our stem cell bank and endometrial stem cell bank business relates to. Pursuant to the Special Administrative Measures (Negative List) issued by the NDRC and MOFCOM on June 23, 2020, which came into force on July 23, 2020, foreign investment are allowed in PRC medical institutions only through joint venture entities, and the foreign shareholding in these entities is limited to 70.0%, which percentage was stipulated in the Interim Administrative Measures on Sino-Foreign Equity Medical Institutions and Sino-Foreign Cooperative Medical Institutions, or the JV Interim Measures. Additionally, certain industries are specifically prohibited for foreign investment, including the development and application of technologies for diagnosis and treatment of human stem cells and genes.

To comply with PRC laws and regulations, we conduct our stem cell bank and endometrial stem cell bank business in China through VIE. We, through Yubo WFOE, our wholly owned subsidiary in China, entered into a series of contractual arrangements with our VIE and its ultimate shareholders, in order to (i) exercise effective control over our VIE, (ii) receive substantially all of the economic benefits of our VIE, and (iii) have an exclusive option to purchase all or part of the equity interests in our VIE when and to the extent permitted by PRC law. As a result of these contractual arrangements, we have control over and are the primary beneficiary of our VIE and hence consolidate its financial results under GAAP. Although the structure we have adopted is consistent with long-standing practice in certain industries, such as TMT industry, and is also adopted by some of our peers in China, the PRC government may not agree that these arrangements comply with PRC license, registration or other regulatory requirements, with existing policies, or with requirements or policies that may be adopted in the future. Our VIE hold the licenses, approvals and key assets that are essential for the operations of our precision oncology service businesses.

We believe: (i) the ownership structures of our VIE in China, currently do not, and immediately after giving effect to this offering, will not result in any violation of the applicable PRC laws or regulations currently in effect, and (ii) subject to the risks as disclosed in the section headed “Risk Factors—Risks Relating to Our Corporate Structure”, the contractual arrangements between WFOE, our VIE and its respective equity holders governed by PRC laws are valid, binding and enforceable in accordance with their terms and applicable PRC laws and regulations currently in effect and do not violate any applicable PRC laws, rule or regulation currently in effect. There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. The relevant PRC regulatory authorities have broad discretion in determining whether a particular contractual structure violates PRC laws and regulations. Thus, we cannot assure you that the PRC government will not ultimately take a view contrary to the opinion of our PRC Legal Counsel. If we are found in violation of any PRC laws or regulations or if the contractual arrangements among WFOE, our VIE and its respective equity holders are determined as illegal or invalid by any PRC court, arbitral tribunal or regulatory authorities, the relevant governmental authorities would have broad discretion in dealing with such violation, including, without limitation:

· revoking the agreements constituting the contractual arrangements;

· revoking our business and operating licenses;

· requiring us to discontinue or restrict operations;

· restricting our right to collect revenue;

· shutting down all or part of our websites or services;

· levying fines on us and/or confiscating the proceeds that they deem to have been obtained through non-compliant operations;

· requiring us to restructure the operations in such a way as to compel us to establish a new enterprise, re-apply for the necessary licenses or relocate our businesses, staff and assets;

· imposing additional conditions or requirements with which we may not be able to comply;

· restricting or prohibiting our use of proceeds from public offering or other financing activities to finance our business and operations in China; or

· taking other regulatory or enforcement actions that could be harmful to our business.

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Furthermore, any of the assets under the name of any record holder of equity interest in VIE, including such equity interest, may be put under court custody in connection with litigation, arbitration or other judicial or dispute resolution proceedings against that record holder. We cannot be certain that the equity interest will be disposed of in accordance with the contractual arrangements. In addition, new PRC laws, rules and regulations may be introduced to impose additional requirements that may impose additional challenges to our corporate structure and contractual arrangements. The occurrence of any of these events or the imposition of any of these penalties may result in a material and adverse effect on our ability to conduct our precision oncology service business. In addition, if the imposition of any of these penalties causes us to be unable to direct the activities of such VIE and its subsidiaries or the right to receive their economic benefits, we would no longer be able to consolidate such VIE into our financial statements, thus adversely affecting our results of operation.

Risks Related to Doing Business in China

The medical industry in China is highly regulated and such regulations are subject to change which may affect approval and commercialization of our drugs.

A material portion of our research and development operations and manufacturing facilities are in China, which we believe confers clinical, commercial and regulatory advantages. The medical industry in China is subject to comprehensive government regulation and supervision, encompassing the approval, registration, manufacturing, packaging, licensing and marketing of new drugs. See “Business—Government Regulation—PRC Regulation” for a discussion of the regulatory requirements that are applicable to our current and planned business activities in China. For example, under PRC law, before we enter into a clinical trial agreement with a PRC partner, the parties are required to obtain an approval for projects of international collaboration in respect of human genetic resources in order to utilize genetic material contained in biological samples collected from Chinese human subjects. Furthermore, under relevant PRC laws, a license for use of laboratory animals is required for performing experimentation on animals. Any failure of fully comply with such requirement may result in the invalidation of our experimental data. In recent years, the regulatory framework in China regarding the medical industry has undergone significant changes, and we expect that it will continue to undergo significant changes. Any such changes or amendments may result in increased compliance costs on our business or cause delays in or prevent the successful development or commercialization of our products in China and reduce the current benefits we believe are available to us from developing and manufacturing drugs in China. PRC authorities have become increasingly vigilant in enforcing laws in the medical industry and any failure by us or our partners to maintain compliance with applicable laws and regulations or obtain and maintain required licenses and permits may result in the suspension or termination of our business activities in China. We believe our strategy and approach are aligned with the PRC government’s regulatory policies, but we cannot ensure that our strategy and approach will continue to be aligned.

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The Chinese economy differs from the economies of most developed countries in many respects, including a higher level of government involvement, the ongoing development of a market-oriented economy, a higher level of control over foreign exchange, and a less efficient allocation of resources.

While the PRC economy has experienced significant growth since the late 1970s, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. These measures are intended to benefit the overall PRC economy, but may also have a negative effect on us. For example, our business, financial condition and results of operations could be adversely affected by PRC government control over capital investments or changes in regulations that are applicable to us.

The PRC economy has been transitioning from a centrally planned economy to a more market-oriented economy. Although the PRC government has implemented measures since the late 1970s that emphasize the utilization of market forces for economic reform, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

The PRC legal system contains uncertainties, which could limit the legal protections available to you and to us.

In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investment in China. Our PRC subsidiary is subject to laws and regulations applicable to foreign-invested enterprises in China. In particular, they are subject to PRC laws, rules and regulations governing foreign companies’ ownership and operation of medical businesses. Such laws and regulations are subject to change, and their interpretation and enforcement involve uncertainties, which could limit the legal protections available to us and our investors. In addition, we cannot predict the effect of future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement of such laws, or the preemption of local regulations by PRC laws, rules and regulations.

Moreover, China has a civil law system based on written statutes, which, unlike common law systems, is a system in which decided judicial cases have little precedential value. Furthermore, interpretation of statutes and regulations may be subject to government policies reflecting domestic political changes. The relative inexperience of China’s judiciary in many cases creates additional uncertainty as to the outcome of litigation. In addition, enforcement of existing laws or contracts based on existing laws may be uncertain and sporadic, and it may be difficult to obtain swift and equitable enforcement within China. All such uncertainties could materially and adversely affect our business, financial condition and results of operations.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in this Report based on foreign laws. It may also be difficult for overseas regulators or you to conduct investigations or collect evidence within China.

We are an exempted company incorporated under the laws of the Cayman Islands. We conduct a material portion of our operations in China and a material portion of our assets are located in China. In addition, many of our senior executive officers and directors reside within China for a significant portion of the time and some of them are PRC nationals. As a result, it may be difficult for you to effect service of process upon us or those persons inside China. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.

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The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or the public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States.

It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China. For example, in China, there are significant legal and other obstacles to obtaining information, documents and materials needed for regulatory investigations or litigation outside China or otherwise with respect to foreign entities. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no entity or individual may provide the documents and materials relating to securities business activities to overseas parties. While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

We may be restricted from transferring our scientific data abroad.

On March 17, 2018, the General Office of the PRC State Council promulgated the Measures for the Management of Scientific Data, or the Scientific Data Measures, which provide a broad definition of scientific data and relevant rules for the management of scientific data. According to the Scientific Data Measures, enterprises in China must seek governmental approval before any scientific data involving a state secret may be transferred abroad or to foreign parties. Further, any researcher conducting research funded, at least in part, by the PRC government is required to submit relevant scientific data for management by the entity to which such researcher is affiliated before such data may be published in any foreign academic journal. Currently, as the term “state secret” is not clearly defined, there is no assurance that we can always obtain relevant approvals for sending scientific data (such as the results of our pre-clinical studies or clinical trials conducted within China) abroad, or to our foreign partners in China.

If we are unable to obtain the necessary approvals in a timely manner, or at all, our research and development of drug candidates may be hindered, which may materially and adversely affect our business, results of operations, financial conditions and prospects. If relevant government authorities consider the transmission of our scientific data to be in violation of the requirements under the Scientific Data Measures, we may be subject to specific administrative penalties imposed by those government authorities.

Dividends we receive from our subsidiaries located in the PRC may be subject to PRC withholding tax, which could materially and adversely affect the amount of dividends, if any, we may pay our shareholders.

The PRC Enterprise Income Tax Law classifies enterprises as resident enterprises and non-resident enterprises. The PRC Enterprise Income Tax Law provides that an income tax rate of 20% may be applicable to dividends payable to non-resident investors, which (i) do not have an establishment or place of business in the PRC, or (ii) have an establishment or place of business in the PRC but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC. The State Council of the PRC reduced such rate to 10% through the implementation regulations of the PRC Enterprise Income Tax Law. Further, pursuant to the Double Tax Avoidance Arrangement between Hong Kong and Mainland China, or the Double Tax Avoidance Arrangement, and the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties issued in February 2009 by the State Administration of Taxation of the PRC, or the SAT, if a Hong Kong resident enterprise owns more than 25% of the equity interest in a company in China at all times during the 12-month period immediately prior to obtaining a dividend from such company, the 10% withholding tax on dividends is reduced to 5% provided that certain other conditions and requirements under the Double Tax Avoidance Arrangement and other applicable PRC laws are satisfied at the discretion of relevant PRC tax authority.

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If our Cayman Islands subsidiary and our Hong Kong subsidiary are considered as non-resident enterprises and our Hong Kong subsidiary is considered as a Hong Kong resident enterprise under the Double Tax Avoidance Arrangement and is determined by the competent PRC tax authority to have satisfied relevant conditions and requirements, then the dividends paid to our Hong Kong subsidiary by its PRC subsidiary may be subject to the reduced income tax rate of 5% under the Double Tax Avoidance Arrangement. However, based on the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. In addition, based on the Announcement of the State Administration of Taxation on Issues Relating to Beneficial Owner in Tax Treaties, effective from April 1, 2018, under certain conditions a company cannot be defined as a beneficial owner under the treaty and thus are not entitled to the abovementioned reduced income tax rate of 5% under the Double Tax Avoidance Arrangement. If we are required under the PRC Enterprise Income Tax Law to pay income tax for any dividends we receive from our subsidiaries in China, or if our Hong Kong subsidiary is determined by PRC government authority as receiving benefits from reduced income tax rate due to a structure or arrangement that is primarily tax-driven, it would materially and adversely affect the amount of dividends, if any, we may pay to our shareholders.

If we are classified as a “resident enterprise” of China under the PRC Enterprise Income Tax Law, we and our non-PRC shareholders could be subject to unfavorable tax consequences, and our business, financial condition and results of operations could be materially and adversely affected.

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside the PRC with “de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, SAT issued a circular, known as SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of board members with voting rights or senior executives habitually reside in the PRC.

We believe that we are not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of the common stock. In addition, non-resident enterprise shareholders, including our common stock holders, may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of common stock or ordinary shares, if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders, including our common stock holders, and any gain realized on the transfer of common stock or ordinary shares by such shareholders may be subject to PRC tax at a rate of 20%, which in the case of dividends may be withheld at source. Any PRC tax liability may be reduced by an applicable tax treaty. However, it is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in our common stock or ordinary shares.

In addition to the uncertainty as to the application of the “resident enterprise” classification, we cannot assure you that the PRC government will not amend or revise the taxation laws, rules and regulations to impose stricter tax requirements or higher tax rates. Any of such changes could materially and adversely affect our financial condition and results of operations.

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Governmental control of currency conversion may affect the value of your investment.

Currently, the RMB cannot be freely converted into any foreign currency. The PRC government imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of China. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiary to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency dominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. However, for most capital account items, approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of bank loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of the common stock.

Fluctuation in exchange rates could have a negative effect on our results of operations and the value of your investment.

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions in China and by China’s foreign exchange policies. Since June 2010, the RMB has fluctuated against the U.S. dollar, at times significantly and unpredictably. On November 30, 2015, the Executive Board of the International Monetary Fund, or IMF, completed the regular five-year review of the basket of currencies that make up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016, the RMB is determined to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the euro, the Japanese yen and the British pound. Since the fourth quarter of 2016, the RMB has depreciated significantly in the backdrop of a surging U.S. dollar and persistent capital outflows of China. With the development of the foreign exchange market and progress toward interest rate liberalization and RMB internationalization, the PRC government may in the future announce further changes to the exchange rate system, and we cannot assure you that the RMB will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future.

Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. As of the date of this Report, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currency or to convert foreign currency into RMB.

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PRC regulations relating to offshore investment activities by PRC residents and enterprises may increase our administrative burden and restrict our overseas and cross-border investment activity. If our PRC resident and enterprise shareholders fail to make any required applications and filings under such regulations, we may be unable to distribute profits to such shareholders and may become subject to liability under PRC law.

In July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, which replaces the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Round-tripping Investment via Overseas Special Purpose, or SAFE Circular 75. SAFE Circular 37 requires PRC residents, including PRC individuals and PRC corporate entities, to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we may make in the future.

Under SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purpose vehicles, or SPVs, are required to register such investments with SAFE or its local branches. In addition, any PRC resident who is a direct or indirect shareholder of an SPV, is required to update its registration with the local branch of SAFE with respect to that SPV, to reflect any change of basic information or material events. If any PRC resident shareholder of such SPV fails to make the required registration or to update the registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions into its subsidiaries in China. In February 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound direct investments, including those required under SAFE Circular 37, shall be filed with qualified banks instead of SAFE. Qualified banks should examine the applications and accept registrations under the supervision of SAFE.

We may not be aware of the identities of all of our beneficial owners who are PRC residents. To our knowledge, some of our beneficial owners have not complied with SAFE registration requirements under SAFE Circular 37 and subsequent implementation rules on time or at all, sometimes due to reasons beyond their control. However, we do not have control over our beneficial owners and cannot compel them to comply with SAFE Circular 37 and subsequent implementation rules. Therefore, we cannot assure you that any required registration under SAFE Circular 37 and any amendment will be completed in a timely manner, or at all. The failure of our beneficial owners who are PRC residents to register or amend their foreign exchange registrations pursuant to SAFE Circular 37 and subsequent implementation rules, or the failure of future beneficial owners of our company who are PRC residents to comply with the registration procedures set forth in SAFE Circular 37 and subsequent implementation rules, may subject such beneficial owners or our PRC subsidiary to fines and legal sanctions. Failure to register or comply with relevant requirements may also limit our ability to contribute additional capital to our PRC subsidiary and limit our PRC subsidiary’s ability to distribute dividends to us. These risks may have a material adverse effect on our business, financial condition and results of operations.

Furthermore, as these foreign exchange and outbound investment related regulations and their interpretation and implementation have been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border investments and transactions, will be interpreted, amended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. We cannot assure you that we have complied or will be able to comply with all applicable foreign exchange and outbound investment related regulations. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

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The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of PRC companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

The M&A Rules and relevant regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. The M&A Rules require that the Ministry of Commerce, or the MOFCOM, be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that have or may have an impact on the national economic security; or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. The approval from MOFCOM shall be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies.

The Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress, or NPC, which became effective in August 2008, requires that when a concentration of undertakings occurs and reaches statutory thresholds, the undertakings concerned shall file a prior notification with MOFCOM. Without the clearance from MOFCOM, no concentration of undertakings shall be implemented and effected. Mergers, acquisitions or contractual arrangements that allow one market player to take control of or to exert decisive impact on another market player must also be notified in advance to the MOFCOM when the threshold under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, or the Prior Notification Rules, issued by the State Council in August 2008 is triggered. If such prior notification is not obtained, MOFCOM may order the concentration to cease its operations, dispose of shares or assets, transfer the business of the concentration within a time limit, take any other necessary measures to restore the situation as it was before the concentration, and may impose administrative fines.

In addition, the Implementing Rules Concerning Security Review on the Mergers and Acquisitions by Foreign Investors of Domestic Enterprises, issued by the MOFCOM in August 2011, specify that mergers and acquisitions by foreign investors involved in “an industry related to national security” are subject to strict review by the MOFCOM, and prohibit any activities attempting to bypass such security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the abovementioned regulations and other relevant rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions.

We cannot preclude the possibility that the MOFCOM or other government agencies may publish explanations contrary to our understanding or broaden the scope of such security reviews in the future, in which case our future acquisitions in the PRC, including those by way of entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited. Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected.

We and our shareholders face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises, assets attributed to a PRC establishment of a non-PRC company or immovable properties located in China owned by non-PRC companies.

In February 2015, SAT issued a Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or SAT Public Notice 7. SAT Public Notice 7 extends its tax jurisdiction to transactions involving transfer of other taxable assets through offshore transfer of a foreign intermediate holding company. In addition, SAT Public Notice 7 provides clear criteria for assessment of reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Public Notice 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets. In October 2017, SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Bulletin 37, which came into effect on December 1, 2017. The Bulletin 37 further clarifies the practice and procedure of the withholding of nonresident enterprise income tax. Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an indirect transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer other than transfer of shares of our common stock acquired and sold on public markets may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

We face uncertainties as to the reporting and other implications of certain past and future transactions that involve PRC taxable assets, such as offshore restructuring, sale of the shares in our offshore subsidiaries and investments. Our company may be subject to filing obligations or taxed if our company is the transferor in such transactions, and may be subject to withholding obligations if our company is the transferee in such transactions, under SAT Public Notice 7 or Bulletin 37, or both.

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FORWARD-LOOKING STATEMENTS

Statements in this prospectus that are not descriptions of historical facts are forward-looking statements that are based on management’s current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition and stock price could be materially negatively affected. In some cases, you can identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” “will,” “would” or the negative of these terms or other comparable terminology. Factors that could cause actual results to differ materially from those currently anticipated include those set forth in the section titled “Risk Factors” including, without limitation, risks relating to:

· the results of our research and development activities relating, in particular, to stem cell related technologies;

· the early stage of our product candidates presently under development;

· our need for substantial additional funds in order to continue our operations, and the uncertainty of whether we will be able to obtain the funding we need;

· our ability to obtain and, if obtained, maintain regulatory approval of our current product candidates, and any of our other future product candidates, and any related restrictions, limitations, and/or warnings in the label of any approved product candidate;

· our ability to retain or hire key scientific or management personnel;

· our ability to protect our intellectual property rights that are valuable to our business, including patent and other intellectual property rights;

· our dependence on third-party manufacturers, suppliers, research organizations, testing laboratories and other potential collaborators;

· our ability to develop successful sales and marketing capabilities in the future as needed;

· the size and growth of the potential markets for any of our approved product candidates, and the rate and degree of market acceptance of any of our approved product candidates;

· competition in our industry; and

· regulatory developments in China.

We operate in a rapidly-changing environment and new risks emerge from time to time. As a result, it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements included in this prospectus speak only as of the date hereof, and except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.

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USE OF PROCEEDS

We estimate that the net proceeds of this offering will be approximately $2.42 million, from the sale of our securities in this offering after deducting estimated offering expenses payable by us.

The selling stockholders may sell the Resale Securities from time to time. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.

The public offering price, and the resulting number of shares offered hereby as reflected in this prospectus, has been determined and is based on a fixed price of $0.50 per share. We intend to use the net proceeds from this offering for general corporate purposes, including working capital. We may use the net proceeds from this offering to fund possible acquisitions of other companies, products or technologies, though no such acquisitions are currently contemplated.

This expected use of our net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our product development, the status of and results from clinical trials, as well as any collaborations that we may enter into with third parties for our products, and any unforeseen cash needs.

As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of the net proceeds from this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings to finance the development and expansion of our businesses and, therefore, do not expect to pay any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our Board, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors that our Board may deem relevant.

DILUTION

If you purchase securities in this offering, your interest will be diluted to the extent of the difference between the public offering price and the net tangible book value per share of our common stock after this offering. Our net tangible book value (deficit) as of January 14, 2021 was 1,105,281, or $0.01 per share of Class A common stock (based upon 118,177,885 outstanding shares of Class A common stock). “Net tangible book value (deficit)” is total assets minus the sum of liabilities and intangible assets. “Net tangible book value (deficit) per share” is net tangible book value divided by the total number of shares of common stock outstanding.

After giving effect to the sale by us in this offering of 5,000,000 shares of Class A common stock at a public offering price of $0.50 per share of Class A common stock, and after deducting estimated offering expenses that we will pay, our net tangible book value (deficit) as of January 14, 2021 would have been approximately $3,605,281,  or $0.03 per share of common stock. This amount represents an immediate increase in net tangible book value (deficit) of $0.02 per share to existing stockholders and an immediate dilution of $0.47 per share to purchasers in this offering.

The following table illustrates the dilution:

Public offering price per share			$	0.50
Net tangible book value (deficit) per share as of January 14, 2021	$	0.01
Increase in net tangible book value (deficit) per share attributable to this offering	$	0.02
Pro forma, net tangible book value (deficit) per share after this offering			$	0.03
Dilution per share to new investors			$	0.47

The dilution information set forth in the table above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

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CAPITALIZATION

The following table sets forth our cash and our capitalization as of January 14, 2021 on:

· an actual basis; and

· an as adjusted basis giving effect to the sale by us in this offering of 5,000,000 shares of Class A common stock, at the public offering price of $0.50 per share, after deducting estimated offering expenses payable by us.

The information set forth in the table below is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. Cash and cash equivalents are not components of our total capitalization. You should read these tables together with the other information contained in this prospectus, including “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes thereto included elsewhere in this prospectus.

	As of January 14, 2021
	Actual			As Adjusted
Cash	$	-		$	2,415,059
Stockholders’ deficit:
Preferred Stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding actual or as adjusted		-			-
Class A Common Stock, par value $0.001; 1,000,000,000 shares authorized; 118,177,885 shares issued and outstanding, actual; 123,177,885 shares issued and outstanding as adjusted		118,178			123,178
Class B Common Stock, par value $0.001; 3,750,000 shares authorized; 4,447 shares issued and outstanding, actual; 4,447 shares issued and outstanding as adjusted		4			4
Additional paid-in capital		1,983,009			4,478,009
Accumulated deficit		(940,998	)		(1,025,939	)
Total stockholders’ equity		1,160,193			3,575,252
Total capitalization		1,160,193			3,575,252

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PLAN OF DISTRIBUTION

This is a self-underwritten (“best efforts”) offering of up to 5,000,000 shares of our Class A common stock at a price per share of $0.50. This prospectus is part of a registration statement that permits our officers and directors to sell the shares being offered by the Company directly to the public. There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer. In offering the securities on our behalf, they will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Exchange Act.

If, after the Effective Date of this prospectus, we enter into an agreement to sell our shares to a broker-dealer as principal and the broker-dealer is acting as an underwriter, we will need to file an amendment to the registration statement. We will need to identify the broker-dealer, provide required information on the plan of distribution, and revise the disclosures in that amendment, and file the agreement as an exhibit to the registration statement. Also, the broker-dealer would have to seek and obtain clearance of the underwriting compensation and arrangements from the FINRA Corporate Finance Department.

We estimate the total expenses of this offering, which will be payable by us will be approximately $84,941.05. After deducting the fees due to our estimated offering expenses, we expect the net proceeds from this offering to be approximately $2.42 million.

This prospectus also registers the resale by the selling stockholders the Resale Shares. We will not receive any proceeds from the sale of the Resale Securities.

The selling stockholders or any of their respective pledges, donees, assignees and other successors-in-interest may, from time to time, sell any or all of the Resale Securities, respectively, on any stock exchange, market or trading facility on which the Resale Securities are traded or in private transactions. The selling stockholders may use any one or more of the following methods when selling the Resale Securities:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the Resale Securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• broker-dealers may agree with the selling stockholders to sell a specified number of Resale Securities at a stipulated price per share;

• through the writing of options on the Resale Securities;

• a combination of any such methods of sale; and

• any other method permitted pursuant to applicable law.

The selling stockholders, or any of their respective pledgees, donees, transferees or other successors in interest, may also sell the Resale Securities, respectively, directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholders, and/or the purchasers of Resale Securities for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the Resale Securities will do so for their own account and at their own risk. It is possible that the selling stockholders will attempt to sell the Resale Securities in block transactions to market makers or other purchasers at a price per share which may be below the then market price. The selling stockholders cannot assure that all or any of the Resale Securities offered in this prospectus will be issued to, or sold by, the selling stockholders. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the Resale Securities if liabilities are imposed on that person under the Securities Act.

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The selling stockholders may from time to time pledge or grant a security interest in some or all of the Resale Securities owned by them respectively, and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell such Resale Securities from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or any other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

The selling stockholders also may transfer the Resale Securities, respectively, in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell such Resale Securities from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as a selling stockholders under this prospectus.

The selling stockholders have each acquired or will acquire the Resale Securities offered hereby in the ordinary course of business. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of such Resale Securities, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of the Resale Securities owned by the selling stockholders. We will file a supplement to this prospectus if the selling stockholders enter into a material arrangement with a broker-dealer for sale of the Resale Securities being registered. If the selling stockholders use this prospectus for any sale of such shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. 

Determination of Offering Price

The public offering price of the shares of Class A common stock is $0.50 per share. The public offering price is a fixed price determined by our Board of Directors based on the trading of our Class A common stock prior to the offering, among other things. Other factors considered in determining the public offering price of the securities we are offering include our history and prospects, the stage of development of our business, our business plans for the future and the extent to which they have been implemented, an assessment of our management, general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant.

The selling stockholders will determine at what price they may sell their respective Resale Securities. Sales of the Resale Securities may be made (a) initially at the public offering price of the Class A common stock, or at prevailing market prices and/or (b) at privately negotiated prices. See “Plan of Distribution” for more information.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock and preferred stock is Securities Transfer Corporation. The transfer agent’s address is 2901 N. Dallas Parkway, Suite 380, Plano, Texas 75093 and its phone number is (469) 633-0101.

Stock Market Listing

Our Class A common stock is not listed on any stock exchange. Our Class A common stock is currently quoted on the OTC Marketplace under the symbol “YBGJ”.

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DESCRIPTION OF SECURITIES

We are offering, on a “best efforts” basis, up to 5,000,000 shares of Class A common stock at a price per share of $0.50.

The following description is qualified in its entirety by the provisions of our articles of incorporation, as amended (including all certificates of designation relating to our preferred stock), and our bylaws, all of which are incorporated by reference as exhibits to our registration statement, of which this prospectus forms a part.

General

As of May 5, 2021, our authorized capital stock consists of (i) 1,000,000,000 shares of Class A common stock, at a par value of $0.001 per share, of which 118,177,885 shares of Class A common stock are issued and outstanding, (ii) 3,750,000 shares of Class B common stock, at a par value of $0.001 per share, of which 4,447 shares of Class B common stock are issued and outstanding, and (iii) 5,000,000 shares of Preferred Stock at a par value of $.001 per share, none of which shares are issued or outstanding are issued and outstanding.

Common Stock

Voting Rights

Holders of our Class A common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors.

Holders of Class B common stock are entitled to five votes for each share on all matters submitted to a shareholder vote. Each share of Class B is convertible into one share of Class A common stock upon notice of the holder.

Our bylaws provide that the presence in person or by proxy of the holders of a majority of the votes entitled to be cast on a matter at a meeting shall constitute a quorum of stockholders for that matter. If a quorum exists, and unless a higher proportion of the votes is required pursuant to our articles of incorporation or applicable law, an action of the stockholders entitled to vote on a particular matter shall be approved if the votes cast in favor such action exceed the votes cast against such action. However, our bylaws further provide that directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. The holders of our common stock do not have cumulative voting rights in the election of directors. The rights, powers, preferences and privileges of holders of our common stock are subject to those of the holders of our outstanding preferred stock and will be subject to those of the holders of any shares of our preferred stock we may authorize and issue in the future.

Our bylaws also permit stockholders to take action without a meeting or notice by a consent in writing, setting forth the action so taken, and duly signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted with respect to the subject matter thereof, which consent shall have the same force and effect as a vote of shareholders taken at such a meeting.

Dividend Rights

The holders of our common stock are entitled to receive such dividends as may be declared by our Board out of funds legally available for dividends. Our Board is not obligated to declare a dividend. Any future dividends will be subject to the discretion of our board of directors and will depend upon, among other things, future earnings, the operating and financial condition of our company, its capital requirements, general business conditions and other pertinent factors. We do not anticipate that dividends will be paid in the foreseeable future.

Miscellaneous Rights and Provisions

Holders of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights of the holders of common stock are subject to any rights that may be fixed for holders of preferred stock, when and if any preferred stock is authorized and issued.

In the event of our liquidation, dissolution or winding up, subject to preferences that may be applicable to any then-outstanding preferred stock, each outstanding share entitles its holder to participate in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over Class A common stock.

Preferred Stock

Our articles of incorporation authorized the issuance of up to 5,000,000 shares of preferred stock in one or more series with such designations, voting powers, if any, preferences and relative, participating, optional or other special rights, and such qualifications, limitations and restrictions, as are determined by our Board in accordance with New York law. No shares of preferred stock are outstanding as of the date of this prospectus.

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BUSINESS

History

On January 13, 2021 (the “Closing Date”), we closed a voluntary share exchange transaction with Platinum International Biotech Co., Ltd., a company organized under the laws of the Cayman Islands (“Platinum”), pursuant to that certain Agreement and Plan of Share Exchange, dated January 13, 2021 (the “Exchange Agreement”), by and among us, Platinum, Yubo International Biotech (Beijing) Limited, a company organized under the laws of the People’s Republic of China (“PRC”) (“Yubo”), and the shareholders of Platinum named therein.

In accordance with the terms of the Exchange Agreement, on the Closing Date, we issued a total of 117,000,000 shares of our Class A common stock to the then stockholders of Platinum (the “Platinum Stockholders”), in exchange for 100% of the issued and outstanding capital stock of Platinum (the “Exchange Transaction”). As a result of the Exchange Transaction, the Platinum Stockholders acquired more than 99% of our then issued and outstanding capital stock, Platinum became our wholly-owned subsidiary, and we acquired the business and operations of Platinum and Yubo.

Prior to the Exchange Transaction, we were a public reporting “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). From and after the Closing Date, our primary operations will consist of the business and operations of Platinum and Yubo.

Yubo was founded on June 14, 2016 under the laws of the PRC, and has its headquarters at Room 105, Building 5, 31 Xishiku Avenue, Xicheng District, Beijing, PRC.

Platinum was established on April 22, 2020 under the laws of Cayman Islands as a limited liability company. Platinum acquired all of the outstanding stock of Platinum HK on May 4, 2020. Subsequently, the sole stockholder of Platinum sold 100% of the outstanding shares capital of Platinum to the Platinum Stockholders.

Platinum HK was established on May 4, 2020 under the laws of Hong Kong as a limited liability company. Platinum HK acquired all of the outstanding stock of Yubo WFOE on September 11, 2020.

Yubo WFOE was established on September 4, 2020, under the laws of the PRC. Yubo WFOE is a wholly-owned subsidiary of Platinum HK, and therefore, Yubo WFOE is a wholly foreign owned enterprise. The advantages of this structure include:

· Independence and freedom to implement the worldwide strategies of its parent company without having to consider the involvement of Chinese law;

· Ability to formally carry out business and the ability to issuing invoices to customers in RMB and receive revenues in RMB;

· Capable of converting RMB profits to US dollars or other foreign currency for remittance to their parent company outside China; and

· Greater protection of intellectual property rights, know-how and technology since no partner required and therefore more control of intellectual property.

As discussed below, Yubo and/or its shareholders have entered into various agreements with Yubo WFOE to allow Yubo WFOE’s effective control over Yubo. We acquired 100% of the issued and outstanding capital stock of Platinum, which, in turn, holds a 100% equity interest in Yubo WFOE, in exchange for the issuance of 117,000,000 shares of our common stock to the shareholders of Platinum, which constituted more than 99% of our issued and outstanding common stock. Through our ownership of Platinum, we effectively acquired the business and operations of Yubo, Yubo WFOE and Platinum HK.

Effective December 4, 2020, we changed our corporate name from Magna-Lab, Inc. to Yubo International Biotech Limited.

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Corporate Structure

As a result of the Exchange Transaction, the organizational structure of the Registrant is as follows:

Business Overview

We are a leading supplier of innovative products that process, store and administer therapeutic doses of endometrial stem cells for treatment of disease and injuries in the PRC. Our future products will harvest stem cells, wound healing proteins or growth factors from the blood, or tissue, of a single donor. We also plan to market our products, Life Shinkansen Liquid Dressing and Life Shinkansen Spray Dressing, which, combined with different ingredients and equipment, will be used for treatment of small wounds, bruises, cutting wounds and other superficial wounds, as well as for skincare, respiratory system cleansing and conditioning, and eye cleansing.

Our Strategy

We intend to build a first-class stem cell storage facility, which we believe, will be the first global bank of endometrial stem cells. We also intend to develop and expand our current product line, to include a series of endometrial stem cells light application technology and medical-grade cell therapeutic products for health management, innovative medicine, anti-aging treatments, clinical transformation and other application fields. We believe our existing technology and leadership position in stem cell processing will drive significant future growth for the Company.

Stem Cell Storage Facility.

Our endometrial stem cell bank is divided into a public resources library and private repositories. The public resources library will meet strict testing standards. We will enter into standard donation agreements with the donor customers who meet the public resources library standards, and store the collection of stem cell samples in the public resources library. Such public resources library biological samples can be widely used in research and development and subsequent commercial development.

We have reached a letter of intent to cooperate with Chengdu Medical City, China, and is expected to enter into a formal agreement with Chengdu Medical City in the near future. We intend to lease approximately 4,500 square meters of space in Chengdu Medical City, for the use of our endometrial stem cell storage laboratory and subsequent research and development laboratory. The tenant improvement and equipment procurement are expected to be completed by October 2021. When the cell bank is built, it is expected to store biological samples of more than 5,000 people in the early stages.

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Our Business Model

Our business model leverages our ability to integrate the upstream, middle stream and downstream of our stem cell based product cycle. In terms of industrial chain, we are building a public resource library of endometrial stem cells in the upstream to meet the demand for high-quality cells from stem cell application and treatment centers in China, including the rapid development of stem cell drug research and development, production, hospitals and scientific research institutions. The sales mode of light application products of downstream companies is to invite investment in China to join in our biological experience center store marked by VIVCELL, as a national-wide franchise expansion of biological experience center stores. At present, it includes the improvement and application products for human respiratory system, face, skin, eyes, privacy, hair and other parts. We believe this provides us with a competitive advantage, as shown in the diagram below:

Our Service and Products

Endometrial Stem Cell Bank

We currently intend to build our own stem cell bank by October 2021. We have also entered into an Entrustment Technical Service Agreement with Beijing Zhenhuikang Biotechnology Co., Ltd., a company organized under the laws of the PRC, entrusting it to store and prepare endometrial biological samples in exchange for services fees paid by us. Beijing Zhenhuikang Biotechnology Co., Ltd is an affiliate of a shareholder of Yubo. See “Certain Relationships and Related Transactions and Director Independence.”

Light Application Products

Life Shinkansen Liquid Dressing

Our Life Shinkansen Liquid Dressing is used for treatment of small wounds, bruises, cutting wounds and other superficial wounds and for daily skin, mucous membranes and respiratory care and maintenance. When correctly applied, it forms a protective layer on the surface of the skin/mucous membrane surface to strengthen the function of the skin/mucous membrane barrier. The main active ingredients include seaweed sugar and oligopeptide-1. This product is a colorless transparent liquid and has a cool aroma.

Life Shinkansen Spray Dressing

Our Life Shinkansen Spray Dressing is used for treatment of small wounds, bruises, cutting wounds and other superficial wounds and for daily skin, mucous membranes and respiratory care and maintenance. When correctly applied, it forms a protective layer on the surface of the skin/mucous membrane surface to strengthen the function of the skin/mucous membrane barrier. The main active ingredients include seaweed sugar, oligopeptide-1 and purified water. This product is a colorless transparent liquid and has a cool aroma.

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Other Light Application Products

Our other light application products include the following:

· Cell basidiomycetes compound drink: based on cellular immunology, combined with traditional Chinese medicine theories and natural plant extracts such as basidiomycetes, red ginseng and polygonatum, it has the benefits of rapid activation of immune cells, regulation of immune system, anti-tumor, anti-virus, hypoglycemic and anti-oxidation.

· Face care series: this line of products contains a large number of cell active substances, can significantly improve the self-repair ability of skin, and has the benefits of anti-wrinkle, tightening, water locking and brightening.

· Respiratory atomization products: enhance the regeneration of lung stem cells, inhibit apoptosis of normal lung cells, improve immunity, relieve dry and astringent foreign body sensation, and relieve chest tightness, chest pain, wheezing, breathing difficulties and other symptoms.

· Eye care series: deeply cleanse and wash out impurities, 360 degrees nourish eyes, relieve dry and scorching sensation, and strengthen self-repair of corneal cells.

· Hair care series: contain hair follicle cells, strengthen hair follicle and prevent hair loss from the roots, nourish the scalp, repair damaged scalp, and enhance scalp barrier.

· Male and female private protection series: divided into male and female products, including spray, capsule, or lotion, to keep male and female private parts clean, eliminate odor, and inhibit bacteria.

Research and Development

We are principally focused on the development of new products that support the stem cell therapy market. Our future research and development activities will be devoted to the development and launch of additional new products, line extensions, or significant upgrades to existing products and our current stem cell storage facility. Research and Development expense reflects the cost of these activities, as well as the costs to obtain regulatory approvals of new products and processes and to maintain the highest quality standards with respect to existing products.

We have also entered into a Joint Research and Development Agreement with Beijing Zhenxigu Medical Research Center (L.P.), which is an affiliate of a shareholder of Yubo. See “Certain Relationships and Related Transactions and Director Independence.”

Intellectual Property

Intellectual property is of vital importance in our field and in biotechnology generally. We seek to protect and enhance proprietary technology, inventions, and improvements that are commercially important to the development of our business by seeking, maintaining, and defending patent rights, whether developed internally, acquired or licensed from third parties. We will also seek to rely on regulatory protection afforded through orphan drug designations, inclusion in expedited development and review, data exclusivity, market exclusivity and patent term extensions where available.

We currently own two invention patents in the PRC. Our owned patents in China are for endometrial collection and a protective solution for endometrium stem cells.

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Manufacturing

We rely on third parties to manufacture our products and certain of the medical devices used in our collection and testing of stem cells. We have entered into a Cooperation Agreement with Beijing Zhenxigu Medical Research Center (L.P.), and Huailai Huayue Hengsheng Medical Device Co., Ltd., pursuant to which Huailai Huayue Hengsheng Medical Device Co., Ltd. has agreed to conduct sample trial production of our liquid dressing products. The Cooperation Agreement is attached hereto as Exhibit 10.9 and is incorporated herein by reference.

Industry

The PRC medical industry has evolved in the past 30 years from a complex, multi-tiered system that was subject to strict control at every governmental level to a competitive and increasingly market-oriented industry. From 1950 to 1979, all Chinese medical companies were state-owned and categorized into national, provincial and municipal-level distributors. The price markup at each level, from medical manufacturer to end-consumer, was subject to a total markup cap of 28%. During the 1980s, the rigid three-level distribution system gave way to a more open and decentralized network. Driven by increasing demand for medical products in the past three decades, the PRC medical industry has experienced rapid growth. The numbers of medical manufacturers and distributors have also increased significantly until recent years, when competition and government regulations and policies started to drive consolidation in the industry. As a result of these developments, the market volume of the PRC medical distribution market has steadily increased.

Market Drivers

The significant growth of China’s population aged 60 or above is expected to drive demand for healthcare and medical products in China. According to the PRC National Bureau of Statistics, the proportion of the population aged 60 or above in China has increased from 11.9% in 2003, or approximately 150.0 million people, to 13.6%, or approximately 162.2 million people in 2007. Rising life expectancy is also expected to contribute to the growth of China’s aging population, both as an absolute number and as a percentage of the total population. We believe that the aging population in China, which historically spends the most on healthcare, will drive the growth of the PRC healthcare and medical industries. The prevalence of chronic health problems, such as arthritis, cardiovascular diseases and cancer, is expected to increase with the growth of China’s population aged 60 or above. In addition, as living standards continue to improve and health consciousness grows in China, many lifestyle-related diseases are also increasing and becoming more widespread. For example, Business Monitor International estimates that sales of prescription cardiovascular medicines increased by 87% from ¥19.0 billion, or approximately US$2.8 billion, in 2003 to ¥35.3 billion, or approximately US$5.2 billion, in 2007, primarily as a result of the rising prevalence of heart disease in an aging population and increasingly unhealthy lifestyles in the population at large.

According to the China Statistical Yearbook 2008 (the “Yearbook”), from 2003 to 2007, the average per capita annual disposable income of China’s urban residents increased from approximately ¥8,472, or approximately US$1,250, to ¥13,785, or approximately US$2,025, representing a compound annual growth rate (“CAGR”) of approximately 12.9%. According to the Yearbook, China’s GDP grew at a CAGR of 16.4% from 2003 to 2007, and its per capita GDP grew from ¥10,542, or approximately US$1,550, in 2003 to approximately ¥18,934, or approximately US$2,780, in 2007, representing a CAGR of 15.8%. During this period, national income and disposable income levels increased significantly.

With rising living standards and increasing disposable income, people in China have become more health conscious. These developments have resulted in both Chinese urban and rural residents spending more on healthcare. According to the PRC National Bureau of Statistics, consumer expenditures on healthcare in China’s urban and rural areas increased from approximately ¥476.0, or approximately US$70, and ¥117.8, or approximately US$17, per person in 2003, respectively, to approximately ¥699.0, or approximately US$100, and ¥210.2, or approximately US$30, per person in 2007, respectively.

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National Medical Insurance Program

The National Medical Insurance Program (“National Program”), which was introduced in 1999, is the largest medical insurance program in China. The National Program is funded with varying levels of contributions from the PRC Government, individual program participants and their employers.

In 1999, the National Program was originally launched as the Urban Worker Basic Medical Insurance Program (“Urban Worker Program”), a mandatory scheme covering urban workers and their minor children. In 2007, a voluntary component called the Urban Resident Basic Medical Insurance Program (“Urban Resident Program”) was further implemented as part of the National Program, to cover the rest of the urban residents that are not covered by the Urban Workers Program. The National Program provides guidance on which prescription and over-the-counter medicines are included in the National Program and to what extent the purchases of these medicines are reimbursable. See the section headed “Government Regulation - Reimbursement Under the National Medical Insurance Program” below for further information.

We believe that only a small percentage of the Chinese population can afford commercial insurance plans. Therefore, the National Program coverage is expected to expand in the future. According to the PRC National Bureau of Statistics, the percentage of PRC urban residents grew from approximately 37.7% of the total population to 44.9% from 2001 to 2007. The number of people covered by the National Program increased from approximately 37.9 million in 2000 to 180.2 million in 2007, representing a CAGR of 25%. This trend is anticipated to continue as the Eleventh Five-Year Plan government development initiative projects that the PRC urban population will increase from 45% to 47% of China’s total population between 2007 to 2010. Furthermore, the provincial and municipal authorities who are responsible for administering social medical insurance funds to cover such reimbursements have been gradually increasing funding in recent years. According to the PRC Ministry of Labor and Social Security, total funding under the national insurance program reached ¥225.7 billion, or approximately US$28.9 billion, in 2008, representing an increase of 29.2% from 2007. The availability of funding is expected to increase significantly in the near future, primarily as a result of increased financial and policy support from various levels of the PRC government.

PRC Healthcare Reform

In September 2008, the State Council published a draft plan to ease the difficulties and minimize the costs for PRC citizens to obtain proper healthcare treatment. On March 17, 2009, the PRC Government issued the Opinion on Deepening the Healthcare System Reform (the “Opinion”). The State Council subsequently released the Notice on Important Implementing Plans for the Healthcare System Reform 2009-2011 (the “Implementing Plan”). The goal of the healthcare reform plan is to establish a basic, universal healthcare framework to provide Chinese citizens with safe, efficient, convenient and affordable healthcare. The Opinion calls for healthcare reform to be carried out in two steps:

· Step One, which will be completed by 2011, aims to increase the accessibility while reducing the cost of healthcare. During this phase, the PRC Government will build up a network of basic healthcare facilities, expand coverage of the public medical insurance system to cover 90% or more of the population, and reform the drug supply and public hospital system.

· Step Two, which will take place between 2011 and 2020, envisions the establishment of a universal healthcare system. The entire population should be covered by public medical insurance; drugs and medical services should be accessible and affordable to citizens in all public healthcare facilities.

While the PRC Government has neither provided a concrete timetable nor steps to implement certain tasks, such as the public hospital reform, it has released execution guidance for other tasks. Most notably, the PRC Government has announced it will spend an additional approximately RMB 850 billion, or US$125 billion from 2009 to 2011 on the healthcare industry. A significant portion will be expended to establish a basic healthcare medical insurance regime, which aims to cover over 90% of the national population by 2011, mainly through the Urban Worker Program, Urban Resident Program and the New Rural Insurance Scheme. The PRC Government further announced that the annual subsidy for each participant will be increased from approximately RMB 40, or US$5.90 to approximately RMB120, or US$17.60 for Urban Resident Program participants, and from approximately RMB 80, or US$11.76 to approximately RMB120 RMB, or US$17.60 for New Rural Insurance Scheme participants, starting from 2010. The reform plan will also raise the cap on claim payments from four times the local average annual income to six times such income. Another significant part of the spending plan focuses on healthcare facilities. The PRC Government plans to build 29,000 rural clinics in 2009. In the next three years, the PRC government plans to build an additional 5,000 rural clinics, 2,000 county-level hospitals and 2,400 urban community clinics in under-developed areas. This substantial increase in healthcare spending is expected to expedite the growth of the healthcare industry in China.

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Under the healthcare reform plan, the additional funding for the healthcare industry will primarily target four fundamental healthcare systems in China:

· The public health services system. This system focuses on preventing disease and promoting health as a complementary alternative to medical treatment. The public health services system will provide services such as immunizations, regular physical check-ups (for senior citizens over 65 years of age and children under three years of age), pre-natal and post-natal check-ups for women, prevention of infectious or chronic diseases and other preventative and fitness activities.

· The public medical insurance system. This system covers drugs and medical treatments for the majority of the population. The healthcare reform plan will retain the framework of the current public medical insurance schemes under the National Program, but will expand them to cover more of the population and increase the scope of treatments, raise the cap on claim payments and cover more claims at higher percentages.

· The public healthcare delivery system. One of the primary goals of the Implementing Plan is to build more healthcare facilities and to improve the training of healthcare professionals. Beyond additional public wellness centers, the reform plan aims to place a medical clinic in every village and a hospital in every county by 2011. In addition, the PRC Government will encourage private investors to establish public non-profit hospitals.

· The drug supply system. This system regulates pricing and how drugs will be procured prescribed and dispensed in healthcare facilities. The healthcare reform plan will focus on pricing, procurement, prescription and dispensing of essential drugs.

The Opinion and the Implementing Plan direct relevant governmental authorities, including the Ministry of Health, SFDA and the National Development Reform Commission, or NDRC, to adopt implementing regulations for the reforms outlined in the healthcare reform plan.

Industry Opportunities

The preservation of cell resources is the basis for the development of the growing cell therapy industry. At present, in the existing cell resource preservation business, the cord blood preservation is the most mature one, and mesenchymal stem cells, as a new type of cell resource, its preservation business has shown a good momentum of development. The momentum of development is expected to grow stronger in the future development and make positive contributions to human health. Up to now, the global cord blood bank has grown to more than 400, and there are more than 50 umbilical cord mesenchymal stem cell banks. Take the United States as an example, an additional stem cell bank capable of storing umbilical cord mesenchyme will be added every three months. In addition, with the promotion and application of immune cells, during the treatment of tumor patients with immune cells, it is found that some patients have very low immune system ability. It is difficult for the immune cells in the body to activate and expand outside the body. If the immune cells can be stored when the person is healthy, they can be backed up as a seed of life and health, and can be used to prevent or treat cancer. So many immune cell companies are targeting the immune cell storage market.

The report “Global Cell Therapy Market 2017-2021” released by the internationally renowned consulting company Technavio pointed out that from 2017 to 2021, the global cell therapy market is expected to grow at a compound annual growth rate of 23.27%.

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Stem Cells

Stem cells have the remarkable potential to develop into many different cell types in the body. They serve as a repair system for the body and they can theoretically divide without limit to replenish other cells as long as the person is alive. When a stem cell divides, each new cell has the potential to either remain a stem cell or become another type of cell with a more specialized function, such as a muscle cell, a red blood cell, or a brain cell.

There are two main types of stem cells: embryonic and adult stem cells. Embryonic stem cells are primitive cells derived from a 5-day pre implantation embryo that have the potential to become a wide variety of specialized cell types. Adult stem cells are cells found in human tissue that can renew themselves, and can differentiate to yield the major specialized cell types of that tissue. Adult stem cells are thought to reside in a specific area of each tissue where they may remain quiescent (non-dividing) for many years until they are activated by disease or tissue injury. The tissues reported to contain stem cells include umbilical cord blood, bone marrow, brain, peripheral blood, adipose, blood vessels, skeletal muscle, skin, and liver.

Stem Cell Therapy

Stem cell therapies are treatments in which stem cells are inducted to differentiate into the specific cell type required to repair damaged or destroyed cells or tissues.

Since the first successful cord blood transplant performed in 1988, awareness of the potential therapeutic value of cord blood stem cells has increased and collection and storage has grown rapidly. These cord blood stem cells are harvested at no risk or pain to the donor and can be preserved in a cord blood bank for clinical use with a matched patient on short notice. Their use also results in a lower incidence of post-transplant immune complications than transplants with adult bone marrow stem cells.

Stem cell therapy is used to:

· Replace bone marrow damaged by high-dose chemotherapy or radiation therapy used to treat patients with a variety of cancers such as leukemia and lymphoma;

· Provide genetically healthy and functioning bone marrow to treat patients with more than 60 life threatening genetic diseases such as sickle cell anemia and immunodeficiency; and

· Regenerate and repair tissue including the treatment of myocardial infarction, peripheral limb ischemia and non-union bone fractures.

We believe the number of stem cell units stored will continue to grow, due in part to the following factors:

· Increased awareness about the availability and benefits of preserving endometrial stem cells;

· Improved technology to harvest the stem cells in a sterile environment and maintain their viability for many years;

· Clinical evidence that cell dose and cell viability are critical to a successful transplant; and

· Increased government support.

The global cell therapy is developing rapidly. At the beginning of 2019, the US FDA announced its development plan for future cell therapy. The FDA predicts that by 2025, 10-20 new drugs in this field will be approved each year. In recent years, the increase in the number of clinical trials, strengthened government and capital support, and increased corporate cooperation are driving the development of CDMO business in the global cell therapy industry.

Additionally, the major developed countries in the world all regard cell therapy as a key support and development direction in the field of medicine. Our country has also formulated a series of guidelines and policies to accelerate the development of the biomedical industry to meet the urgent needs of patients for new technologies and new therapies.

With the continuous strengthening of our scientific research investment and technical strength, the number of cell therapy clinical research carried out in China has been increasing year by year, and the calls for the industrialization and clinical application of related products are also increasing. In our country, cell therapy and clinical transformation have become a major issue in the development of health protection.

With the gradual improvement of supervision, approval and payment methods, as well as the popularization of new generation cell manufacturing processes, the release of cell therapy products will be faster and the market penetration rate will also be greater. This means that more patients will be able to use cell therapy products.

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Competition

Our products will compete with novel therapies developed by biomedical companies, academic research institutions, governmental agencies and public and private research institutions, in addition to standard of care treatments.

At present, there are more than 2,000 companies engaged in stem cell research and development and application in China, but most of them focus on the storage and anti-aging application of umbilical cord blood stem cells and basic cosmetics companies. Due to our unique core leading technology, we believe there is no company in China whose main business is endometrial stem cell storage. At present, we believe no companies mainly engage in cell light application products and have product lines similar to ours.

Some of our key competitors are:

 · China Cord Blood (NYSE: CO) currently focuses on private storage of neonatal cord blood and is the largest company engaged in such business in China, with annual revenue of more than RMB1 billion.

· VCANBIO CELL&GENE: (SHA: 600645) its main products include cell preparation and storage, genetic testing, etc. Its revenue in 2019 was RMB1.386 billion.

Government Regulation

In the People’s Republic of China, or PRC, we operate in an increasingly complex legal and regulatory environment. We are subject to a variety of PRC laws, rules and regulations affecting many aspects of our business. This section summarizes the principal PRC laws, rules and regulations that we believe are relevant to our business and operations.

PRC Drug Regulation

Introduction

China heavily regulates the development, approval, manufacturing and distribution of drugs, including biologics. The specific regulatory requirements applicable depend on whether the drug is made and finished in China, which is referred to as a domestically manufactured drug, or made abroad and imported into China in finished form, which is referred to as an imported drug, as well as the approval or “registration” category of the drug. For both imported and domestically manufactured drugs, China typically requires regulatory approval for a CTA to conduct clinical trials in China and submit China clinical trial data, prior to submitting an application for marketing approval. For a domestically manufactured drug, there is also a requirement to have a drug manufacturing license for a facility in China.

In 2017, the drug regulatory system entered a new and significant period of reform. The General Office of the State Council and the General Office of the Central Committee of the China Communist Party jointly issued the Opinion on Deepening the Reform of the Evaluation and Approval System to Encourage Innovation in Drugs and Medical Devices, or the Innovation Opinion in October 2017. The expedited programs and other advantages under this and other recent reforms encourage drug manufacturers to seek marketing approval in China first, manufacture domestically, and develop drugs in high priority disease areas, such as oncology.

To implement the regulatory reform introduced by the Innovation Opinion, the NPC and the NMPA has been revising the fundamental laws, regulations and rules regulating medical products and the industry, which include the framework law known as the PRC Drug Administration Law, or DAL. The DAL was promulgated by the Standing Committee of the NPC on September 20, 1984 and last amended on August 26, 2019 and took effect as of December 1, 2019. The DAL is implemented by a high-level regulation issued by the State Council referred to as the DAL Implementing Regulation. The NMPA has its own set of regulations further implementing the DAL; the primary one governing CTAs, marketing approval, and post-approval amendment and renewal is known as the Drug Registration Regulation, or DRR. The DRR was promulgated by the NMPA on February 28, 2005 and the last amended DRR will take effect from July 1, 2020. Although the NMPA has issued several notices and proposed regulations in 2018 and 2019 to implement the reforms, the implementing regulations for many of the reforms in the Innovation Opinion have not yet been finalized and issued, and therefore, the details regarding the implementation of the regulatory changes remained uncertain in some respects.

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Regulatory Authorities and Recent Government Reorganization

In the PRC, the NMPA is the primary regulatory agency for medical products and businesses. The agency was formed from the prior China Food and Drug Administration, or CFDA, in 2018 as part of a government reorganization. Pursuant to the Decision of the First Session of the Thirteenth National People’s Congress on the State Council Institutional Reform Proposal made by the NPC on March 17, 2018, NMPA is one of the two half-ministry level agencies under the State Administration for Market Regulation, or SAMR, which are responsible for consumer protection, advertising, anticorruption, pricing and fair competition matters. The National Intellectual Property Administration is the other half-ministry level agency under the SAMR.

Like the CFDA, the NMPA is still the primary drug regulatory agency and implements the same laws, regulations, rules, and guidelines as the CFDA, and it regulates almost all of the key stages of the life-cycle of medical products, including nonclinical studies, clinical trials, marketing approvals, manufacturing, advertising and promotion, distribution, and pharmacovigilance (i.e., post-marketing safety reporting obligations). The Center for Drug Evaluation, or CDE, which remains under the NMPA, conducts the technical evaluation of each drug and

biologic application to assess safety and efficacy.

The NHC (formerly known by the names: the Ministry of Health (MOH) and National Health and Family Planning Commission (NHFPC)), is China’s primary healthcare regulatory agency. It is responsible for overseeing the operation of medical institutions, some of which also serve as clinical trial sites, and regulating the licensure of hospitals and other medical personnel. NHC plays a significant role in drug reimbursement. Furthermore, the NHC and its local counterparts at or below the provincial-level of local government also oversee and organize public medical institutions’ centralized bidding and procurement process for medical products, through which public hospitals and their pharmacies acquire drugs.

Also, as part of the 2018 reorganization, the PRC government formed the National Healthcare Security Administration which focuses on regulating reimbursement under the state-sponsored insurance plans.

Non-Clinical Research

The NMPA requires preclinical data to support registration applications for imported and domestic drugs. According to the DRR, nonclinical safety studies must comply with the Administrative Measures for Good Laboratories Practice of Non-clinical Laboratory. On August 6, 2003, the NMPA promulgated the Administrative Measures for Good Laboratories Practice of Non-clinical Laboratory, which was revised on July 27, 2017, to improve the quality of non-clinical research, and began to conduct the Good Laboratories Practice. Pursuant to the Circular on Administrative Measures for Certification of Good Laboratory Practice for Non-clinical Laboratory issued by the NMPA on April 16, 2007, the NMPA is responsible for the certification of non-clinical research institutions nationwide and local provincial medical products administrative authorities is in charge of the daily supervision of non-clinical research institution. The NMPA decides whether an institution is qualified for undertaking medical non-clinical research by evaluating such institution’s organizational administration, its research personnel, its equipment and facilities, and its operation and management of non-clinical medical projects. A Good Laboratory Practice Certification will be issued by the NMPA if all the relevant requirements are satisfied, which will also be published on the NMPA’s website.

Pursuant to the Regulations for the Administration of Affairs Concerning Experimental Animals promulgated by the State Science and Technology Commission on November 14, 1988 and amended on January 8, 2011, July 18, 2013 and March 1, 2017, respectively, by the State Council, the Administrative Measures on Good Practice of Experimental Animals jointly promulgated by the State Science and Technology Commission and the State Bureau of Quality and Technical Supervision on December 11, 1997, and the Administrative Measures on the Certificate for Experimental Animals (Trial) promulgated by the Ministry of Science and Technology and other regulatory authorities on December 5, 2001, using and breeding experimental animals shall be subject to some rules and performing experimentation on animals requires a Certificate for Use of Laboratory Animals.

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Registration Categories

Prior to engaging with the NMPA on research and development and approval, an applicant will need to determine the registration category for its drug candidate (which will ultimately need to be confirmed with the NMPA), which will determine the application requirements for its clinical trial and marketing application. There are five categories for small molecule drugs: Category 1, or innovative drugs, refers to drugs that have a new chemical entity that has not been marketed anywhere in the world, Category 2, or improved new drugs, refers to drugs with a new indication, dosage form, route of administration, combination, or certain formulation changes not approved in the world, Category 3 is for domestic generics that reference an innovator drug marketed abroad but not in China, Category 4 is for domestic generics that reference an innovator drug marked in China, and Category 5 refers to an application to import into China innovative or generic drugs that have already been marketed abroad.

Therapeutic biologics follow a somewhat similar categorization, with three out of the 15 categories depending on marketing approval status: Category 1 is for innovative biologics that have not been approved inside or outside of China, Category 7 for biologics that have been marked abroad but not in China, and Category 15 for biologics that have been marketed in China, and the rest of the 15 categories depending on products characteristics. All biologics follow the new drug application pathway, but a tentative guideline on the development and evaluation of biosimilar drugs was issued by the NMPA in 2015.

Expedited Programs

Priority Evaluation and Approval Programs to Encourage Innovation

The NMPA has adopted several expedited review and approval mechanisms since 2009 and created additional expedited programs in recent years that are intended to encourage innovation. Applications for these expedited programs can be submitted together with the registration package or after the registration submission is admitted for review by the CDE. The Opinions on Encouraging the Prioritized Evaluation and Approval for Drug Innovation promulgated by the NMPA on December 21, 2017 clarified that fast track CTAs or drug registration pathways will be available to the innovative drugs.

If admitted to one of these expedited programs, an applicant will be entitled to more frequent and timely communication with reviewers at the CDE, expedited review and approval, and more agency resources throughout the review approval process.

NMPA also permits conditional approval of certain medicines based on early phase China clinical trial data or only on foreign approval clinical data. Post-approval the applicant may need to conduct one or more post-market studies. The agency has done this for drugs that meet unmet clinical needs for life-threatening illnesses and also for drugs that treat orphan indications. In 2018, NMPA established a conditional approval program for drugs designated by the CDE that have been approved in the US, EU and Japan within the last 10 years and that meet one of three criteria (1) orphan indications, (2) drugs that treat life threatening illnesses for which there are not effective treatment or preventive methods, and (3) drugs that treat life threatening illnesses and that have a clear clinical advantage over other approved therapies.

Clinical Trials and Marketing Approval

Upon completion of preclinical studies, a sponsor typically needs to conduct clinical trials in China for registering a new drug. The materials required for this application and the data requirements are determined by the registration category. The NMPA has taken a number of steps to increase efficiency for approving CTAs, and it has also significantly increased monitoring and enforcement of the Administrative Regulations of Quality of Drug Clinical Practice, or the PRC’s GCP to ensure data integrity.

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Trial Approval

All clinical trials conducted in China for new drug registration purposes must be approved and conducted at medical clinical trial institutions which shall be under the filing administration. For imported drugs, proof of foreign approval is required prior to the trial, unless the drug has never been approved anywhere in the world.

In addition to a standalone China trial to support development, imported drug applicants may establish a site in China that is part of an international multicenter trial, or IMCT, at the outset of the global trial. Domestically manufactured drugs are not subject to foreign approval requirements, and in contrast to prior practice, the NMPA has recently decided to permit those drugs to conduct development via an IMCT as well.

In 2015, the NMPA began to issue an umbrella approval for all phases (typically three) of a new drug clinical trial, instead of issuing approval phase by phase. For certain types of new drug candidates, CTAs may be prioritized over other applications and put in a separate expedited queue for approval.

The NMPA has now adopted a system for clinical trials of new drugs where trials can proceed if after 60 business days, the applicant has not received any objections from the CDE. China is also expanding the number of trial sites by changing from a clinical trial site certification procedure into a notification procedure.

Drug Clinical Trial Registration

Pursuant to the DRR, upon obtaining the clinical trial approval and before commencing a clinical trial, the applicant shall file a registration with the NMPA containing various details of the clinical trial, including the clinical study protocol, the name of the principal researcher of the leading institution, names of participating institutions and researchers, an approval letter from the ethics committee, and a sample of the Informed Consent Form, with a copy sent to the competent provincial administration departments where the trial institutions will be located. On September 6, 2013, the NMPA released the Announcement on Drug Clinical Trial Information Platform, providing that for all clinical trials approved by the NMPA and conducted in China, instead of the aforementioned registration filed with the NMPA, clinical trial registration shall be completed and trial information shall be published through the Drug Clinical Trial Information Platform. The applicant shall complete trial pre-registration within one month after obtaining the clinical trial approval to obtain the trial’s unique registration number and shall complete registration of certain follow-up information before the first subject’s enrollment in the trial. If approval of the foregoing pre-registration and registration is not obtained within one year after obtaining the clinical trial approval, the applicant shall submit an explanation, and if the procedure is not completed within three years, the clinical trial approval shall automatically be annulled.

Human Genetic Resources Approval

According to the Interim Measures for the Administration of Human Genetic Resources, promulgated by the Ministry of Science and Technology and the MOH jointly on June 10, 1998, an additional approval is required for any foreign companies or foreign affiliates that conduct trials in China. Prior to beginning a trial, the foreign sponsor and the Chinese clinical trial site are required to obtain approval from the Human Genetic Resources Administration of China, or HGRAC, which is an agency under the Ministry of Science and Technology, to collect any biological samples that contain the genetic material of Chinese human subjects, and to transfer any cross-border transfer of the samples or associated data. Furthermore, one of the key review points for the HGRAC review and approval process is the IP sharing arrangement between Chinese and foreign parties. The parties are required to share patent rights to inventions arising from the samples. Conducting a clinical trial in China without obtaining the relevant HGRAC preapproval will subject the sponsor and trial site to administrative liability, including confiscation of HGRAC samples and associated data, and administrative fines.

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On July 2, 2015, the Ministry of Science and Technology issued the Service Guide for Administrative Licensing Items concerning Examination and Approval of Sampling, Collecting, Trading, Exporting Human Genetic Resources, or Taking Such Resources out of the PRC, which provides that foreign-invested sponsors that sample and collect human genetic resources in clinical trials shall be required to file with the China Human Genetic Resources Management Office through its online system. On October 26, 2017, the Ministry of Science and Technology issued the Circular on Optimizing the Administrative Examination and Approval of Human Genetic Resources, which simplified the approval for sampling and collecting human genetic resources for the purpose of commercializing a drug in the PRC. On May 28, 2019, the State Council of PRC issued the Administration Regulations on Human Genetic Resources, which became effective on July 1, 2019. The Administration Regulations on Human Genetic Resources formalized the approval requirements pertinent to research collaborations between Chinese and foreign-owned entities. Pursuant to the new rule, a new notification system (as opposed to the advance approval approach originally in place) is put in place for clinical trials using China’s human genetic resources at clinical institutions without involving the export of human genetic resources outside of China.

Trial Exemptions and Acceptance of Foreign Data

The NMPA may reduce requirements for clinical trials and data, depending on the drug and the existing data. The NMPA has granted waivers for all or part of trials and has stated that it will accept data generated abroad (even if not part of a global study), including early phase data, that meets its requirements. On July 6, 2018, the NMPA issued the Technical Guidance Principles on Accepting Foreign Drug Clinical Trial Data, or the Guidance Principles, as one of the implementing rules for the Innovation Opinion. According to the Guidance Principles, the data of foreign clinical trials must meet the authenticity, completeness, accuracy and traceability requirements and such data must be obtained consistent with the relevant requirements under the GCP of the International Conference on Harmonization of Technical Requirements for Registration of Pharmaceuticals for Human Use, or ICH. Sponsors must be attentive to potentially meaningful ethnic differences in the subject population.

The NMPA now officially permits, and its predecessor agencies have permitted on a case-by-case basis in the past, drugs approved outside of China to be approved in China on a conditional basis without the need for pre-approval clinical trials inside China. Specifically, on October 23, 2018, the NMPA issued the Procedures for Reviewing and Approval of Clinical Urgently Needed Overseas New Drugs, which established a program permitting drugs that have been approved within the last ten years in the United States, EU or Japan and that i) treat orphan diseases, ii) prevent or treat serious life-threatening illnesses for which there is either no effective therapy or prevention in China, or iii) prevent or treat serious life-threatening illnesses and the foreign-approved drug would have clear clinical advantages. Applicants will be required to establish a risk mitigation plan and may be required to complete trials in China after the drug is marketed. By May 29, 2019, the CDE has developed two lists of qualifying drugs that meet these criteria.

Clinical Trial Process and Good Clinical Practices

Typically drug clinical trials in China have four phases. Phase 1 refers to the initial clinical pharmacology and human safety evaluation studies. Phase 2 refers to the preliminary evaluation of a drug candidate’s therapeutic efficacy and safety for target indication(s) in patients. Phase 3 (often the pivotal study) refers to clinical trials to further verify the drug candidate’s therapeutic efficacy and safety in patients with target indication(s) and ultimately provide sufficient evidence for the review of a drug registration application. Phase 4 refers to a new drug’s post-marketing study to assess therapeutic effectiveness and adverse reactions when the drug is widely used to evaluate overall benefit-risk relationships of the drug when used among the general population or specific groups and to adjust the administration dose, etc. The NMPA requires that the different phases of clinical trials in China receive ethics committee approval and comply with the PRC’s GCP. The NMPA conducts inspections to assess the PRC’s GCP compliance and will cancel the CTA if it finds substantial issues.

On August 6, 2003, the NMPA promulgated the PRC’s GCP to improve the quality of clinical trials. According to the PRC’s GCP, the sponsor shall provide insurance to the subjects participating in the clinical trial and bear the cost of the treatment and the corresponding financial compensation for the subjects who suffer harm or death related to the trial. The sponsor shall provide legal and economic guarantee to the investigator, but harm or death caused by the medical accident shall be excluded. Pursuant to the Innovation Opinion, the accreditation of the institutions for drug clinical trials shall be subject to record-filing administration. The conduct of clinical trials must adhere to the PRC’s GCP, and the protocols must be approved by the ethics committees of each study site. Pursuant to the newly amended DAL, and the Regulations on the Administration of Drug Clinical Trial

Institution jointly promulgated by NMPA and NHC on November 29, 2019 and effective from December 1, 2019, drug clinical trial institutions shall be under filing administration. Entities that only conduct analysis of biological samples related to clinical trials of drugs do not need to be filed.

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New Drug Application (NDA) and Approval

Upon completion of clinical trials, a sponsor may submit clinical trial data to support marketing approval for the drug. For imported drugs, this means issuance of an import license. Again, the applicant must submit evidence of foreign approval, unless it is an innovative drug that has never been approved anywhere in the world.

NDA sponsors must submit data derived from domestically manufactured drugs in support of a drug approval. Under the current regime, upon approval of the registration application, the NMPA will first issue a new drug certificate to the applicant. Only when the applicant is equipped with relevant manufacturing capability will the NMPA issue a Drug Approval Serial Number, which is effectively the marketing approval allowing the holder to market/commercialize the drug in China.

Pursuant to the Opinions on the Reform of Evaluation and Approval System for Drugs and Medical Devices and Equipment promulgated on August 9, 2015, the State Council published the policy for carrying out a pilot plan for the drug marketing authorization holder mechanism.

Pursuant to the newly amended DAL, under the drug marketing authorization holder mechanism, an enterprise obtained drug registration certificate and a research and development institution are eligible to be a medical marketing authorization holder, and this medical marketing authorization holder shall be responsible for nonclinical laboratory studies, clinical trials, production and distribution, post-market studies, and the monitoring, reporting, and handling of adverse reactions in connection with medicals in accordance with the provisions of the DAL. The medical marketing authorization holder may engage contract manufacturers for manufacturing, provided that the contract manufacturers are licensed and may engage medical distribution enterprises with drug distribution license for the distribution activities. Upon the approval of the medical products administrative department under the State Council, a drug marketing authorization holder may transfer the drug marketing license and the transferee shall have the capability of quality management, risk prevention and control, and liability compensation to ensure the safety, effectiveness and quality controllability of drugs, and fulfill the obligations of the drug marketing license holder.

Manufacturing and Distribution

According to the newly amended DAL and the implementing Measures of the DAL, all facilities that manufacture drugs in China must receive a Drug Manufacturing License with an appropriate “scope of manufacturing” from the local drug regulatory authority. This license must be renewed every five years.

Similarly, to conduct sales, importation, shipping and storage, or distribution activities, a company must obtain a Drug Distribution License with an appropriate “scope of distribution” from the local drug regulatory authority, subject to renewal every five years.

China has formed a “Two Invoice System” to control distribution of drugs. The “Two-Invoice System” generally requires that no more than two invoices may be issued throughout the distribution chain, with one from the manufacturer to a distributor and another from the distributor to the end-user hospital. This excludes the sale of products invoiced from the manufacturer to its wholly owned or controlled distributors, or for imported drugs, to their exclusive distributor, or from a distributor to its wholly owned or controlled subsidiary (or between the wholly owned or controlled subsidiaries). However, the system still significantly limits the options for companies to use multiple distributors to reach a larger geographic area in China. Compliance with the Two-Invoice System will become a prerequisite for medical companies to participate in procurement processes with public hospitals, which currently provide most of China’s healthcare. Manufacturers and distributors that fail to implement the Two-Invoice System may lose their qualifications to participate in the bidding process. Non-compliant manufacturers may also be blacklisted from engaging in drug sales to public hospitals in a locality.

The Two-Invoice System was first implemented in 11 provinces that are involved in pilot comprehensive medical reforms, but the program has expanded to nearly all provinces, which have their own individual rules for the program.

Human Cell Therapy

On March 20, 2003, the NMPA published the Technical Guidelines for Research on Human Cell Therapy and Quality Control of Preparations, which set some principles for the research of human cell therapy.

Pursuant to the DRR promulgated by the NMPA on July 10, 2007 and effective from October 1, 2007, human cell therapy and its products belong to biological products and the application for biological products shall be submitted as the process of new drug application.

On March 2, 2009, the MOH published the Management Measures for Clinical Application of Medical Technology, which came into effect on May 1, 2009 and prescribed that cell immunotherapy belongs to the Category 3 medical technology of which the clinical application shall be subject to the additional provisions of the MOH. In May, 2009, the MOH published the First List of Category 3 Medical Technologies Allowed for Clinical Application, or the Category 3 Medical Technologies which prescribed cell immunotherapy technology as Category 3 medical technologies were allowed for clinical application, and was abolished by the Notice on the Relevant Work Concerning Cancellation of the Category Three of Medical Technology Entry Approval of Clinical Application on June 29, 2015. The Notice on the Relevant Work Concerning Cancellation of the Category Three of Medical Technology Entry Approval of Clinical Application also cancelled the approval of Category 3 medical technology clinical application.

On November 30, 2017, the CFDA promulgated the Notice of Guidelines for Acceptance and Examination of Drug Registration (Trial), the application of clinical trials of therapeutic biological products and the production and listing application of therapeutic biological products shall be subject to the provisions thereof. On December 18, 2017, the CFDA promulgated the Technical Guiding Principles for Research and Evaluation of Cell Therapy Products (Trial) to regulate and guide the research and evaluation of cell therapy products that are researched on, developed and registered as drugs.

Post-Marketing Surveillance

Pursuant to the newly amended DAL, the drug marketing authorization holder shall be responsible for the monitoring, reporting and handling of adverse reactions in connection with medicals in accordance with the provisions of the DAL. Marketing authorization holders, medical manufacturer, medical distributors and medical institutions shall regularly inspect the quality, efficacy and adverse reactions of drugs manufactured, distributed and used by them. Cases of suspected adverse reactions shall be promptly reported to the drug administrative authorities and the competent health administrative authority. The drug marketing authorization holder shall forthwith stop selling, notify the relevant medical distributors and medical institutions to stop sales and use, recall sold drugs, promptly announce recall information if the drugs have quality issues or other safety hazards.

Advertising and Promotion of Medical Products

China has a strict regime for the advertising of approved drugs. No unapproved drugs may be advertised. The definition of an advertisement is very broad and it can be any media that directly or indirectly introduces the product to end users. There is no clear line between advertising and any other type of promotion.

Each advertisement for drugs requires an approval from a local drug regulatory authority, and the content of an approved advertisement may not be altered without filing a new application for approval. An enterprise seeking to advertise a prescription drug may do so only in medical journals jointly approved by NMPA and the NHC, and the advertisement for a prescription drug shall tag “this advertisement is for medical and medical professionals reading only.”

Drug advertisements are subject to strict content restrictions, which prohibit recommendations by doctors and hospitals and guarantees of effectiveness. Advertising that includes content that is outside of the drug’s approval documentation, off-label content, is prohibited. False advertising can result in civil suits from end users and administrative liability, including fines. In addition to advertisements, non-promotional websites that convey information about a drug must go through a separate approval process by a local drug regulatory authority.

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Product Liability

The Product Quality Law of the PRC, or the Product Quality Law promulgated by the Standing Committee of the NPC on February 22, 1993 and amended on July 8, 2000, August 27, 2009 and December 29, 2018, respectively, is the principal governing law relating to the supervision and administration of product quality. According to the Product Quality Law, manufacturers shall be liable for the quality of products produced by them, and sellers shall take measures to ensure the quality of the products sold by them. A manufacturer shall be liable for compensating for any bodily injuries or property damages, other than the defective product itself, resulting from the defects in the product, unless the manufacturer is able to prove that (1) the product has never been distributed; (2) the defects causing injuries or damages did not exist at the time when the product was distributed; or (3) the science and technology at the time when the product was distributed was at a level incapable of detecting the defects. A seller shall be liable for compensating for any bodily injuries or property damages of others caused by the defects in the product if such defects are attributable to the seller. A seller shall pay compensation if it fails to indicate either the manufacturer or the supplier of the defective product. A person who is injured or whose property is damaged by the defects in the product may claim for compensation from the manufacturer or the seller.

Pursuant to the General Principles of the Civil Law of the PRC promulgated by the NPC on April 12, 1986 and amended on August 27, 2009, both manufacturers and sellers shall be held liable where the defective products result in property damages or bodily injuries to others. Pursuant to the Tort Liability Law of the PRC promulgated by the Standing Committee of the NPC on December 26, 2009 and effective from July 1, 2010, manufacturers shall assume tort liabilities where the defects in products cause damages to others. Sellers shall assume tort liabilities where the defects in products that have caused damages to others are attributable to the sellers. The aggrieved party may claim for compensation from the manufacturer or the seller of the defected product that has caused damage.

Commercial Bribery

Medical companies involved in a criminal investigation or administrative proceedings related to bribery are listed in the Adverse Records of Commercial Briberies by their respective provincial health and family planning administrative department. Pursuant to the Provisions on the Establishment of Adverse Records of Commercial Briberies in the Medicine Purchase and Sales Industry which were promulgated by the NHFPC on December 25, 2013 and became effective on March 1, 2014, provincial health and family planning administrative departments formulate the implementing measures for establishment of Adverse Records of Commercial Briberies. Where a medical company or its agent is listed in the Adverse Records of Commercial Briberies on one occasion, it will be prohibited from participating in the procurement bidding process or selling its products to public medical institutions located in the local provincial-level region for two years from the publication of the adverse records. Where a medical company or its agent is listed in the Adverse Records of Commercial Briberies on two or more occasions within five years, it will be prohibited from participating in the procurement bidding process or selling its products to all public medical institutions in the PRC for two years from the publication of these adverse records.

Foreign Exchange Regulation

Pursuant to the Foreign Currency Administration Rules promulgated in 1996 and amended in 1997 and various regulations issued by the State Administration of Foreign Exchange (“SAFE”), and other relevant PRC government authorities, the Renminbi is freely convertible only to the extent of current account items, such as trade-related receipts and payments, interest and dividends. Capital account items, such as direct equity investments, loans and repatriation of investments, require the prior approval from the SAFE or its local counterpart for conversion of Renminbi into a foreign currency, such as U.S. dollars, and remittance of the foreign currency outside the PRC.

Payments for transactions that take place within the PRC must be made in Renminbi. Unless otherwise approved, PRC companies must repatriate foreign currency payments received from abroad. Foreign-invested enterprises may retain foreign exchange in accounts with designated foreign exchange banks subject to a cap set by the SAFE or its local counterpart. Unless otherwise approved, domestic enterprises must convert all of their foreign currency receipts into Renminbi.

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Pursuant to the SAFE’s Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment via Overseas Special Purpose Vehicles, or the SAFE Circular No. 75, issued on October 21, 2005:

(i)	a PRC citizen residing in the PRC, or PRC resident, shall register with the local branch of the SAFE before it establishes or controls an overseas special purpose vehicle (“overseas SPV”), for the purpose of overseas equity financing (including convertible debts financing);
(ii)	when a PRC resident contributes the assets of or its equity interests in a domestic enterprise into an overseas SPV, or engages in overseas financing after contributing assets or equity interests into an overseas SPV, such PRC resident shall register his or her interest in the overseas SPV and the change thereof with the local branch of the SAFE; and
(iii)	when the overseas SPV undergoes a material event outside of China, such as change in share capital or merger and acquisition, the PRC resident shall, within 30 days from the occurrence of such event, register such change with the local branch of the SAFE.

On May 29, 2007, the SAFE issued relevant guidance to its local branches for the implementation of the SAFE Circular No. 75. This guidance standardizes more specific and stringent supervision on the registration requirement relating to the SAFE Circular No. 75 and further requires PRC residents holding any equity interests or options in SPVs, directly or indirectly, controlling or nominal, to register with the SAFE.

Our beneficial owners are PRC residents who have registered with the local branch of the SAFE as required under SAFE Circular No. 75.

Under the Implementing Rules of Measures for the Administration of Individual Foreign Exchange, or the Implementation Rules, issued by the SAFE on January 5, 2007, PRC citizens who are granted shares or share options by an overseas listed company according to its share incentive plan are required, through a qualified PRC agent or the PRC subsidiary of such overseas listed company, to register with the SAFE and complete certain other procedures related to the share incentive plan. Foreign exchange income received from the sale of shares or dividends distributed by the overseas listed company must be remitted into a foreign currency account of such PRC citizen or be exchanged into Renminbi.

Taxation

Under the Enterprise Income Tax Law (“EIT”), effective January 1, 2008, China will adopt a uniform tax rate of 25.0% for all enterprises (including foreign-invested enterprises) and revoke the current tax exemption, reduction and preferential treatments applicable to foreign-invested enterprises. However, there will be a transition period for enterprises, whether foreign-invested or domestic, that are currently receiving preferential tax treatment granted by relevant tax authorities. Enterprises that are subject to an enterprise income tax rate lower than 25.0% may continue to enjoy the lower rate and gradually transition to the new tax rate within five years after the effective date of the EIT Law. Enterprises that are currently entitled to exemptions or reductions from the standard income tax rate for a fixed term may continue to enjoy such treatment until the fixed term expires. However, the two-year exemption from enterprise income tax for foreign-invested enterprise will begin from January 1, 2008 instead of from when such enterprise first becomes profitable. Preferential tax treatments will continue to be granted to industries and projects that are strongly supported and encouraged by the state, and enterprises otherwise classified as “new and high technology enterprises strongly supported by the state” will be entitled to a 15.0% enterprise income tax rate even though the EIT Law does not currently define this term.

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Provisions Regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors

On August 8, 2006, six PRC regulatory agencies, including the Chinese Securities Regulatory Commission (“CSRC”), promulgated a rule entitled Provisions Regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (“the new M&A rule”) to regulate foreign investment in PRC domestic enterprises. The new M&A rule provides that the Ministry of Commerce must be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise and any of the following situations exists:

(I)	the transaction involves an important industry in China;
(ii)	the transaction may affect national “economic security;” or
(iii)	the PRC domestic enterprise has a well-known trademark or historical Chinese trade name in China.

The new M&A rule also contains a provision requiring overseas SPVs, formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.

On September 21, 2006, the CSRC issued a clarification that sets forth the criteria and process for obtaining any required approval from the CSRC. To date, the application of this new M&A rule is unclear.

Anti-Corruption.

The substantial majority of hospitals in China are owned and operated by the government, and revenue from hospital pharmacies constitutes a significant portion of hospitals’ revenue. Hospitals procure their supplies of medical products in bulk from manufacturers or distributors of medical products, and generally decide whether to include a particular medicine on their formulary based upon a number of factors, including doctors’ preference in prescribing the medicine, the cost of the medicine, the perceived efficacy of the medicine and the hospital’s budget. Decisions by hospitals regarding whether to include a particular medicine in their pharmacies could be affected by corrupt practices, including illegal kickbacks and other benefits offered by manufacturers or distributors of medical products. These corrupt practices may also affect doctors’ decisions regarding which types of medicine to prescribe.

The PRC government has strengthened its anti-corruption measures and has organized a series of government-sponsored anti-corruption campaigns in recent years. In particular, China amended its criminal code in 2006, increasing the penalties for corrupt business practices. The amendment of the criminal code is expected to make medical product suppliers compete for the hospitals’ business on fair and equal terms, and thus is expected to result in more growth opportunities for drugstores that are not affiliated with hospitals.

Medical Product Labeling and Prescription Management

The PRC SFDA promulgated medical product labeling regulations in March 2006, which require that medical product labels state the generic ingredients of the medical products and which bar the registration of any brand name for any medical product which does not contain active ingredients. In addition, effective May 1, 2007, doctors are not permitted to include brand names in their prescriptions and required to specify the chemical ingredients of the medicines they prescribe in their prescription. These requirements are expected to have the following positive impacts on the business of non-hospital drugstores:

· help curb corrupt practices by medical product manufacturers and doctors;

· ensure that patients are given better information on the medicines they purchase; and

· weaken the hospitals’ monopoly on prescriptions and prescription medical products.

Description of Property

Our headquarters are located at Room 105, Building 5, 31 Xishiku Avenue, Xicheng District, Beijing, PRC and consist of approximately 746 square meters of office space. The lease for our headquarters has an initial term of two years and four months from August 2, 2019 to November 30, 2021 with a right to renew for an additional term of two years and eight months from December 1, 2021 to July 31, 2024. The lease also provides for quarterly rent and management fees totaling RMB4,756,649 (approximately $728,586) during the initial term of the lease, subject to increase thereafter.

Employees

We currently employ 20 employees at our headquarters, located at Room 105, Building 5, 31 Xishiku Avenue, Xicheng District, Beijing, PRC. Our employees include three executive officers, two financial department personnel, two administrative management personnel, six R&D and product personnel, six planning and marketing personnel, and one person in IT management.

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Legal Proceedings

We are currently not a party to any material legal or administrative proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of our business, including matters involving our franchisees, among others. Any litigation or other legal or administrative proceedings, regardless of the outcome, are likely to result in substantial costs and a diversion of our resources, including our management’s time and attention.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information. Our Class A common stock has been quoted on the OTC Marketplace under the symbol “YBGJ”. Previously, it traded under the symbol “MAGAA” until December 4, 2020. There can be infrequent trading volume, which precipitates wide spreads in the “bid” and “ask” quotes of our common stock, on any given day. On May 3, 2021, the last reported sale price of our Class A common stock on the OTC Marketplace was $0.35 per share.

The following table sets forth, for the quarters indicated, the high and low bid prices per share of our Class A common stock on the OTC Marketplace, reported by the Financial Industry Regulatory Authority Composite Feed or other qualified interdealer quotation medium. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Quarter Ended	High		Low
January 1, 2021 through March 23, 2021	$	3.98	$	1.26
December 31, 2020	$	3.47	$	0.40
September 30, 2020	$	0.72	$	0.25
June 30, 2020	$	0.37	$	0.11
March 31, 2020	$	0.15	$	0.11
December 31, 2019	$	0.28	$	0.11
September 30, 2019	$	0.25	$	0.15
June 30, 2019	$	0.30	$	0.12
March 31, 2019	$	0.80	$	0.30
December 31, 2018	$	0.11	$	0.28
September 30, 2018	$	0.80	$	0.30
June 30, 2018	$	0.70	$	0.20
March 31, 2018	$	0.70	$	0.20

Holders. As of May 5, 2021, there were approximately 462 Class A common stockholders and 65 Class B common stockholders of record. The number of stockholders of record does not include beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

Dividends. We have never declared or paid a cash dividend on our Class A common stock. We do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our Board and subject to any restrictions that may be imposed by our lenders.

Penny Stock Regulation. Shares of our Class A common stock will probably be subject to rules adopted by the SEC that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the SEC, which contains the following:

· a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

· a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws;

· a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the “bid” and “ask” price;

· a toll-free telephone number for inquiries on disciplinary actions;

· definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and

· such other information and is in such form (including language, type, size and format), as the SEC shall require by rule or regulation.

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Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:

· the bid and offer quotations for the penny stock;

· the compensation of the broker-dealer and its salesperson in the transaction;

· the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

· monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Platinum’s financial statements for the years ended December 31, 2019 and 2020 together with notes thereto. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited, to those set forth under “Risk Factors” and elsewhere in this prospectus. The audited financial statements for the period from March 1, 2020 to December 31,2020 and the years ended February 29, 2020 and February 28, 2019 of Yubo International Biotech Limited can be found in the Transition Report on Form 10-KT filed with the Commission on April 19, 2021.

Unless otherwise provided in this section,, the terms “we,” “our,” “us,” or “the “Company” refer to Platinum International Biotech Co., Ltd., a company organized under the laws of the Cayman Islands, and its wholly-owned subsidiaries, including without limitation, Yubo International Biotech (Beijing) Limited, a company organized under the laws of the People’s Republic of China.

Overview

We are a leading supplier of innovative products that process, store and administer therapeutic doses of endometrial stem cells for treatment of disease and injuries in the PRC. Our future products will harvest stem cells, wound healing proteins or growth factors from the blood, or tissue, of a single donor. We also plan to market our products, Life Shinkansen Liquid Dressing and Life Shinkansen Spray Dressing, which, combined with different ingredients and equipment, will be used for treatment of small wounds, bruises, cutting wounds and other superficial wounds, as well as for skincare, respiratory system cleansing and conditioning, and eye cleansing.

Our previous shell company’s results of operations are immaterial and will not be included in the discussion below. Key factors affecting our results of operations include revenues, cost of revenues, operating expenses and income and taxation.

Critical Accounting Policy and Estimates

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. We consider certain accounting policies related to fair value measurements and earnings per share to be critical accounting policies that require the use of significant judgments and estimates relating to matters that are inherently uncertain and may result in materially different results under different assumptions and conditions.

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Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The accompanying consolidated financial statements for the years ended December 31, 2020 and 2019 comprise the following periods for each entity:

Name	Periods
Platinum	April 7, 2020 (Inception) – December 31, 2020
Platinum HK	May 4, 2020 (Inception) – December 31, 2020
Yubo WFOE	September 4, 2020 (Inception) – December 31, 2020
Yubo	January 1, 2018 – December 31, 2020

Principles of Consolidation

The consolidated financial statements include our accounts, our two wholly owned subsidiaries, and its consolidated VIE for which we are the primary beneficiary.

All transactions and balances among us, our subsidiaries and consolidated VIE have been eliminated upon consolidation.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. The initial lease liability is equal to the future fixed minimum lease payments discounted using our incremental borrowing rate, on a secured basis. The initial measurement of the right-of-use asset is equal to the initial lease liability plus any initial direct costs.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

Revenue Recognition

We derive our revenue from the sale of nebulizers containing frozen tubes with medical fluid. The nebulizers are sold directly to consumers on our online e-commerce platform. We recognize product revenues when the following four revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the selling price is fixed or determinable, and (iv) collectability is reasonably assured. We do not allow sales returns or exchanges.  Revenue is recorded net of value-added tax (“VAT”).

Recently Issued and Adopted Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02) “Leases (Topic 842)”. ASU 2016-02 requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted.

Results of Operations

For Years ended December 31, 2020 and 2019

Sales

Our sales were $1,353,868 for the year ended December 31, 2020, as compared to $0 for the year ended December 31, 2019. The increase in sales was primarily due to increase in sale of nebulizers.

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Cost of Goods Sold

Our cost of goods sold was $114,272 for the year ended December 31, 2020, as compared to $0 for the year ended December 31, 2019. The increase in cost of goods sold was primarily due to cost of nebulizers sold.

Gross Profit

Our gross profit was $1,239,596 for the year ended December 31, 2020, as compared to $0 for the year ended December 31, 2019. The increase in gross profit was primarily due to sale of nebulizers.

Operating Expenses

Our operating expenses were $1,951,394 for the year ended December 31, 2020, as compared to $231,066 for the year ended December 31, 2019. The increase in operating expenses was primarily due to increases in sales commissions, employee compensation, occupancy, and other operating expenses.

Income (Loss) from Operations

Our income (loss) from operations was $(711,798) for the year ended December 31, 2020, as compared to $(231,066) for the year ended December 31, 2019. due to the $1,720,328 increase in operating expenses, partially offset by the $1,239,596 increase in gross profit.

Other Income

Our other income was $(3) for the year ended December 31, 2020, as compared to $(127) for the year ended December 31, 2019. The decrease in other income was primarily due to a decrease in bank charges.

Net Loss

Our net loss was $(711,801) for the year ended December 31, 2020, as compared to $(231,193) for the year ended December 31, 2019. The increase in net loss was primarily due to the $1,720,328 increase in operating expenses, partially offset by the $1,239,596 increase in gross profit.

For the years ended December 31, 2019 and 2018

Sales

Our sales were $0 for the year ended December 31, 2019, as compared to $0 for the year ended December 31, 2018.

Cost of Goods Sold

Our cost of goods sold was $0 for the year ended December 31, 2019, as compared to $0 for the year ended December 31, 2018.

Gross Profit

Our gross profit was $0 for the year ended December 31, 2019, as compared to $0 for the year ended December 31, 2018.

Operating Expenses

Our operating expenses were $231,066 for the year ended December 31, 2019, as compared to $0 for the year ended December 31, 2018. The increase in operating expenses was primarily due to increases in occupancy (resulting from the Beijing China office space lease commencing in August 2019) and other operating expenses.

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Loss from Operations

Our loss from operations was $(231,066) for the year ended December 31, 2019, as compared to $0 for the year ended December 31, 2018. The increase in loss from operations was due to the increase in operating expenses.

Other Income (Expense)

Our other income (expense) was $(127) for the year ended December 31, 2019, as compared to $0 for the year ended December 31, 2018. The increase in other expense was primarily due to an increase in bank charges.

Net Loss

Our net loss was $(231,193) for the year ended December 31, 2019, as compared to $0 for the year ended December 31, 2018. The increase in net loss was primarily due to the increase in operating expenses.

Liquidity and Capital Resources

As of December 31, 2020, Platinum had cash and equivalents on hand of $1,382,525 and working capital of $631,536. We believe that our cash on hand and working capital will be sufficient to meet its anticipated cash requirements through January 31, 2022. We intend to continue working toward identifying and obtaining new sources of financing. No assurances can be given that we will be successful in obtaining additional financing in the future. Any future financing that we may obtain may cause significant dilution to existing stockholders. Any debt financing or other financing of securities senior to common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows.

If adequate funds are not available, we may be required to delay, scale back or eliminate portions of our operations, cease operations or obtain funds through arrangements with strategic partners or others that may require us to relinquish rights to certain of our assets. Accordingly, the inability to obtain such financing could result in a significant loss of ownership and/or control of our assets and could also adversely affect our ability to fund our continued operations and our expansion efforts.

During the next 12 months, we expect to incur significant research and development expenses with respect to our products. The majority of our research and development activity is focused on development of our stem cell bank.

We also expect to incur significant legal and accounting costs in connection with being a public company. We expect those fees will be significant and will continue to impact our liquidity. Those fees will be higher as our business volume and activity increases.

Net cash provided by (used in) operating activities

Net cash provided by (used) in operating activities was $101,107 for the year ended December 31, 2020, as compared to $(682,121) for the year ended December 31, 2019. The increase in net cash provided by (used) in operating activities was primarily due to advances from prospective customers/distributors

Net cash used in operating activities was $682,121 for the year ended December 31, 2019, as compared to cash provided in operating activities of $145 for the year ended December 31, 2018. The increase in net cash used in operating activities was primarily due to the $231,193 net loss in 2019 and the $399,251 increase in due from related parties.

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Net cash provided by (used in) investing activities

Net cash used in investing activities was $97,468 for the year ended December 31, 2020, as compared to $36,983 for the year ended December 31, 2019. The increase in net cash used in investing activities was primarily due to purchase of intangible assets.

Net cash used in investing activities was $36,983 for the year ended December 31, 2019, as compared to $0 for the year ended December 31, 2018. The increase in net cash used in investing activities was due to purchases of property and equipment in 2019.

Net cash provided by financing activities

Net cash provided by financing activities was $1,384,756 for the year ended December 31, 2020, as compared to $723,861 for the year ended December 31, 2019. The increase in net cash provided by financing activities was primarily due to sale ordinary shares.

Net cash provided by financing activities was $723,861 for the year ended December 31, 2019, as compared to $0 for the year ended December 31, 2018. The increase in net cash provided by financing activities was due to capital contributions to Yubo.

Going Concern

Our independent registered public accounting firm has issued a report on our audited financial statements for the fiscal year ended December 31, 2020 that included an explanatory paragraph referring to our recurring operating losses and expressing substantial doubt in our ability to continue as a going concern. Our consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our consolidated financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

Current Liabilities

In December 2020, Yubo received advances totaling ¥4,948,000 (approximately $757,896) from eight PRC entities who are our prospective customers and distributors. The related verbal agreements provide for the eight entities to purchase inventory from Yubo or enter into such other arrangements with Yubo as the parties mutually agree. Pending formal approval of any such arrangements, all of the eight PRC entities have the right to request the return of their advances.

We also had certain short-term borrowings from our directors totaling $93,852 and $91,951 as of December 31, 2019 and 2020, respectively. See “Certain Relationships and Related Transactions and Director Independence-Related Party Transaction.”

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Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations

Our principal commitments consist of obligations under our operating leases. The following table sets forth Platinum’s principal commitments as of December 31, 2020:

	Payments due by period
($ in millions)	Total		Less than 1 year		1-3 years		4-5 years		More than 5 years
Operating lease obligations	$	0.32	$	0.32	$	0.0	$	0.0	$	0.0

The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant terms. The table above does not include obligations under agreements that we can cancel without a significant penalty.

Off-Balance Sheet Arrangements

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in its consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

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MANAGEMENT

The following table sets forth certain information as of the date of this prospectus, with respect to our directors, executive officers and significant employees.

Name	Age	Position
Jun Wang	54	Director, President and Chief Executive Officer
Lina Liu	41	Chief Financial Officer, Treasurer and Secretary
Yang Wang	41	Director
Zhihui Bai	35	Director

Biographies of Directors, Executive Officers and Significant Employees

Jun Wang.  Mr. Wang was appointed as our Chief Executive Officer, President and Director in 2020.  He continues to serve as President of Yubo from 2019 to present.  From 2015 to 2019, Mr. Wang served as President of Borongtai Asset Management (Beijing) Co., Ltd. He graduated with a Bachelor’s degree from Tianjin Commercial University, Department of Business Management. In making the decision to appoint Mr. Wang to serve as a director, the Board considered, in addition to the criteria referred to above, his extensive marketing experience in the healthcare industry, current service as our Chief Executive Officer and his comprehensive knowledge of Yubo, its business and operations.

Yang Wang.  Mr. Wang was appointed as our Director in 2020.  He has served as General Manager of Yubo from 2019 to present. From 2015 to 2019, Mr. Wang served as General Manager of Beijing Zunsheng Investment Consulting Co., Ltd.  Additionally, he has worked for Horwath Financing Asia Limited, Mingli CHINA Growth Fund, Peking University Shangshuai Alumni Industry Investment Fund and Zhonsheng Capital Partners. He graduated with an MBA from New York Institute of Technology. Mr. Wang’s experience in the capital markets and mergers and acquisitions were the primary qualifications that the Board considered in appointing him as a director of the Company.

Zhihui Bai.  Mr. Bai was appointed as our Director in 2020.  He has served as General Manager of Beijing Zhenhuikang Biotech Co.LTD from 2015 to present. He graduated with a Master’s degree from Sofia University. Mr. Bai’s experience in the stem cell industry, including in product design, selection and production were the primary qualifications that the Board considered in appointing him as a director of the Company.   

Lina Liu.  Ms. Liu was appointed as our Chief Financial Officer, Treasurer and Secretary in 2020.  She has served as Chief Financial Officer of Yubo from 2019 to present. From 2015 to 2019, she served as Chief Financial Officer of Borongtai Asset Management (Beijing) Co., Ltd. Additionally, she has over ten years of experience working for Ernst & Young.  Ms. Liu graduated with a Master of Accounting from the Central University of Finance and Economics. 

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers, and any persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. SEC regulation requires executive officers, directors and greater than 10% stockholders to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended December 31, 2020, our executive officers, directors, and greater than 10% stockholders complied with all applicable filing requirements, with the exception of a Form 3 for Ms. Lina Liu, our Chief Financial Officer, Treasurer and Secretary, which was filed 3 days later than the required reporting deadline.

Family Relationships

There are no family relationships among our directors or executive officers.

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Terms of Office of Directors

The Company’s directors are appointed for a one-year term to hold office until the next annual general meeting of the Company’s stockholders or until removed from office in accordance with the Company’s bylaws and the provisions of the New York Business Corporation Law (the “NYBCL”). The Company’s directors hold office after the expiration of his or her term until his or her successor is elected and qualified, or until he or she resigns or is removed in accordance with the Company’s bylaws and the provisions of the NYBCL.

The Company’s officers are appointed by the Company’s Board of Directors and hold office until removed by the Board.

Involvement in Certain Legal Proceedings

No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Committees of the Board

Our Board of Directors held no formal meetings during the 12-month period ended December 31, 2020. All proceedings of the Board of Directors were conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the NYBCL and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held. We do not presently have a policy regarding director attendance at meetings.

We do not currently have standing audit, nominating or compensation committees, or committees performing similar functions. Due to the size of our board, our Board of Directors believes that it is not necessary to have standing audit, nominating or compensation committees at this time because the functions of such committees are adequately performed by our Board of Directors. We do not have an audit, nominating or compensation committee charter as we do not currently have such committees. We do not have a policy for electing members to the board. Neither our current nor proposed directors are independent directors as defined in the NASDAQ listing standards.

We intend to form separate compensation, nominating and audit committees, with the audit committee including an audit committee financial expert, after the completion of this offering.

Audit Committee

Our Board of Directors has not established a separate audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Instead, the entire Board of Directors acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act and will continue to do so upon the appointment of the proposed directors until such time as a separate audit committee has been established.

Nominations to the Board of Directors

Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.

In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.

In carrying out its responsibilities, the Board will consider candidates suggested by stockholders. If a stockholder wishes to formally place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of the Company’s Bylaws. Suggestions for candidates to be evaluated by the proposed directors must be sent to the Board of Directors, c/o Yubo International Biotech Limited, Room 105, Building 5, 31 Xishiku Avenue, Xicheng District, Beijing, PRC.

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Board Leadership Structure and Role on Risk Oversight

Mr. Jun Wang currently serves as the Company’s principal executive officer and a director. The Company determined this leadership structure was appropriate for the Company due to our small size and limited operations and resources. The Board of Directors will continue to evaluate the Company’s leadership structure and modify as appropriate based on the size, resources and operations of the Company.

Subsequent to the closing of this offering, it is anticipated that the Board of Directors will establish procedures to determine an appropriate role for the Board of Directors in the Company’s risk oversight function.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

EXECUTIVE COMPENSATION

Board Compensation

Except as described under “- Employment Agreements” below with respect to the employment agreement with Yang Wang, our director, we have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

Executive Compensation

Name and Principal Position	Year	Salary (RMB)		Bonus (RMB)		Total (RMB)
Jun Wang, CEO and President	2020		96000		96000		192000
	2019		8000		-		8000
Lina Liu, CFO	2020		24,000		44000		68000
	2019		-		-		-

None of our executive officers or directors received, nor do we have any arrangements to pay out, any bonus, stock awards, option awards, non-equity incentive plan compensation, or non-qualified deferred compensation.

Potential Payments Upon Termination or Change-in-Control

SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company. We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. As a result, we have omitted this table.

Employment Agreements

The Company is party to employment agreements with Jun Wang, Yang Wang and Lina Liu, providing for monthly salaries of RMB8,800, RMB8,800 and RMB8,000, respectively. Jun Wang’s employment agreement commenced on December 1, 2019 and will terminate on November 30, 2021 after renewal. Each of Yang Wang’s and Lina Liu’s employment agreements commenced on October 10, 2020 and will terminate on October 9, 2021. The employment agreements each provide for the Company to arrange social insurance, housing insurance and medical insurances for the executive officers and the termination by the Company or executive officer upon 30-day notice upon the occurrence of a limited number of circumstances.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table and accompanying footnotes set forth certain information with respect to the beneficial ownership of our common stock, immediately prior to and immediately after the completion of this offering, by:

· each of our directors and named executive officers;

· all of our directors and named executive officers as a group;

· each person or entity (or group of affiliated persons or entities) known by us to be the beneficial owner of 5% or more of our common shares; and

· the selling stockholders.

To our knowledge, each shareholder named in the table has sole voting and investment power with respect to all of the common shares shown as beneficially owned by such shareholder, except as otherwise set forth in the footnotes to the table. The number of common shares shown represents the number of shares the person “beneficially owns,” as determined by the rules of the SEC. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power.

The percentages reflect beneficial ownership (as determined in accordance with Rule 13d-3 under the Exchange Act) immediately prior to and immediately after the completion of this offering, and are based on 118,177,885 shares of Class A common stock and 4,447 shares of Class B common stock outstanding as of the date immediately prior to the completion of this offering, and 123,177,885 shares of Class A common stock and 4,447 shares of Class B common stock outstanding as of the date immediately following the completion of this offering.

	Beneficially ownership immediately prior to this offering					Beneficially ownership immediately after this offering
Name and Address of Beneficial Owner	Share (1)(2)		Percentage (3)			Share (1)(2)		Percentage (3)
Directors and Executive Officers
Jun Wang Room 105, Building 5, 31 Xishiku Avenue Xicheng District, Beijing, PRC		39,943,800		33.80	%		n/a		n/a
Yang Wang Room 105, Building 5, 31 Xishiku Avenue Xicheng District, Beijing, PRC		19,211,400		16.26	%		n/a		n/a
Zhihui Bai Room 105, Building 5, 31 Xishiku Avenue Xicheng District, Beijing, PRC		2,496,780		2.11	%		n/a		n/a
Lina Liu Room 105, Building 5, 31 Xishiku Avenue Xicheng District, Beijing, PRC		5,098,439		4.31	%		n/a		n/a
All Officers and Directors as a Group		66,750,419		56.48	%		n/a		n/a
5% Stockholders
FlyDragon International Limited(7) Wickham’s Cay II,P.O.Box 2221 Road Town, Tortol a, British Virgin Islands		39,943,800		33.80	%		n/a		n/a
ChinaOne Technology Limited(8) Wickham’s Cay II, P.O.Box 2221 Road Town, Tortola, British Virgin Islands		19,211,400		16.26	%		n/a		n/a
Boao Biotech Limited(9) Wickham’s Cay II, P.O.Box 2221 Road Town, Tortola, British Virgin Islands		24,967,800		21.13	%		n/a		n/a
Focus Draw Group Limited(4) Wickham’s Cay II, P.O.Box 2221 Road Town, Tortola, British Virgin Islands		13,829,400		11.70	%		n/a		n/a
FocusOne Technology Group Limited(5) Wickham’s Cay II,P. O.Box 2221 Road Town, Tortola, British Virgin Islands		11,524,500		9.75	%		n/a		n/a

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Selling Stockholders
Focus Draw Group Limited(4) Wickham’s Cay II, P.O.Box 2221 Road Town, Tortola, British Virgin Islands	4,728,000	4.00	%	0	0
DragonCloud Technology Limited(6) Wickham’s Cay II, P.O.Box 2221 Road Town, Tortola, British Virgin Islands	5,768,100	4.88	%	0	0
Cheung Ho Shun Wickham’s Cay II,P.O.Box 2221 Road Town, Tortola, British Virgin Islands	1,755,000	1.49	%	0	0

______________ 

(1)	Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.
(2)	Excludes any of our Class B common stock.
(3)	Represents the percentage of ownership of our Class A common stock only.
(4)	Lina Liu has voting and investment power in respect of the shares of our common stock owned of record or beneficially by Focus Draw Group Limited.
(5)	Wei Jin has voting and investment power in respect of the shares of our common stock owned of record or beneficially by FocusOne Technology Group Limited.
(6)	Yang Wang has voting and investment power in respect of the shares of our common stock owned of record or beneficially by DragonCloud Technology Limited.
(7)	Jun Wang has voting and investment power in respect of the shares of our common stock owned of record or beneficially by FlyDragon International Limited.
(8)	Yang Wang has voting and investment power in respect of the shares of our common stock owned of record or beneficially by ChinaOne Technology Limited.
(9)	Yulin Cao has voting and investment power in respect of the shares of our common stock owned of record or beneficially by Boao Biotech Limited.

Selling Stockholders’ Information

The selling stockholders acquired their shares of our Class A common stock on January 14, 2021, when we entered into the Exchange Agreement. As a result of the Exchange Transaction, the shareholders of Platinum (which included the selling stockholders) received 117,000,000 shares of our Class A common stock, representing approximately 99.00% of our Class A common stock, in exchange for 100% of the issued and outstanding common stock of Platinum.

57

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships and Transactions

Other than Ms. Lina Liu, who was our controlling shareholder prior to the closing of the Exchange Transaction, and is currently our Chief Financial Officer, Treasurer and Secretary, and the appointment of our directors and executive officers, none of our officers and directors have been involved in any material proceeding adverse to the Company or any transactions with the Company or any of its directors, executive officers, affiliates or associates that are required to be disclosed pursuant to the rules and regulations of the SEC.

Although we have not adopted a Code of Ethics, we rely on our board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company. These policies and procedures are not evidenced in writing. We intend to adopt a Code of Ethic after the offering.

Related Party Transactions

On January 13, 2021, we entered into the Exchange Agreement. As a result of the Exchange Transaction, the shareholders of Platinum received 117,000,000 shares of our Class A common stock, representing approximately 99.00% of our Class A common stock, in exchange for 100% of the issued and outstanding common stock of Platinum. Mr. Jun Wang, our President, Chief Executive Officer and a director, Mr. Yang Wang, a director, Mr. Zhihui Bai, a director, and Ms. Lina Liu, our CFO, Treasurer and Secretary, were beneficial shareholders of Platinum prior to the Closing of the Exchange Transaction, through their ownership of Flydragon International Limited, Chinaone Technology Limited, Boao Biotech Limited and Focus Draw Group Limited as well as Focusone Technology Group Limited, each a company organized under the laws of British Virgin Islands, respectively. Accordingly, Mr. Jun Wang, Mr. Yang Wang, Mr. Zhihui Bai and Ms. Lina Liu were beneficial recipients of certain shares of our common stock issued in connection with the Exchange Transaction.

In addition, our wholly owned subsidiary, Yubo WFOE has entered into variable interest entity control agreements over Yubo. Mr. Jun Wang is the President of Yubo.

Further, as detailed above under “Executive Compensation-Employment Agreements,” each of Jun Wang, Yang Wang and Lina Liu have each entered into Employment Agreements with the Company, pursuant to which they will be compensated for their services provided to the Company as executives.

Further, we have entered into an Entrustment Technical Service Agreement with Beijing Zhenhuikang Biotechnology Co., Ltd., entrusting it to store and prepare endometrial biological samples in exchange for services fees paid by us. We have also entered into a Joint Research and Development Agreement with Beijing Zhenxigu Medical Research Center (L.P.) and agreed to provide Beijing Zhenxigu Medical Research Center (L.P.) with aggregate R&D expenses of RMB241,880. Both of Beijing Zhenhuikang Biotechnology Co., Ltd. and Beijing Zhenxigu Medical Research Center (L.P.) are affiliates of a shareholder of Yubo.

As of December 31, 2019 and 2020, we had certain borrowings from Mr. Jun Wang in the aggregate amount of $88,941 and $0, respectively. As of December 31, 2019 and 2020, we had certain borrowings from Mr. Yang Wang in the aggregate amount of $4,911 and $91,951, respectively. All such borrowings are non-interest bearing and due upon demand.

Other than as set forth above, none of our current officers or directors have been involved in any material proceeding adverse to the Company or any transactions with the Company or any of its directors, executive officers, affiliates or associates that are required to be disclosed pursuant to the rules and regulations of the SEC.

58

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, directors and significant stockholders. However, all of the transactions described above were approved and ratified by our Board. In connection with the approval of the transactions described above, our Board took into account several factors, including their fiduciary duties to the Company, the relationships of the related parties described above to the Company, the material facts underlying each transaction, the anticipated benefits to the Company and related costs associated with such benefits, whether comparable products or services were available, and the terms the Company could receive from an unrelated third party.

We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification of our Board, or an appropriate committee thereof. On a moving forward basis, our Board will continue to approve any related party transaction based on the criteria set forth above.

Conflicts Related to Other Business Activities

The persons serving as our officers and directors have existing responsibilities and, in the future, may have additional responsibilities, to provide management and services to other entities in addition to us. As a result, conflicts of interest between us and the other activities of those persons may occur from time to time.

We will attempt to resolve any such conflicts of interest in our favor. Our officers and directors are accountable to us and our shareholders as fiduciaries, which requires that such officers and directors exercise good faith and integrity in handling our affairs. A shareholder may be able to institute legal action on our behalf or on behalf of that shareholder and all other similarly situated shareholders to recover damages or for other relief in cases of the resolution of conflicts in any manner prejudicial to us.

Director Independence

During the twelve-month ended December 31, 2020, we did not have any independent directors on our board. We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock Exchange, Inc., the NASDAQ Stock Market, and the SEC.

Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (e) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director or a member of the director’s immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated gross revenues.

59

EXPERTS

Michael T Studer CPA P.C., our independent registered public accounting firm, has audited our consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2020 and 2019, and the related notes, as set forth in their report, which report expresses an unqualified opinion and includes an explanatory paragraph relating to our ability to continue as a going concern. Such financial statements have been included in this prospectus and in this Registration Statement in reliance on the report of Michael T Studer CPA P.C. given on their authority as experts in accounting and auditing.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

As previously disclosed on our Current Report on Form 8-K filed with the SEC on October 16, 2020, RBSM LLP was dismissed as our independent accountant, effective October 13, 2020. On October 13, 2020, we engaged Michael T Studer CPA P.C. as our new independent registered public accounting firm. There were no disagreements (as that term is used in Item 304(a)(1)(iv) of Regulation S-K) or reportable events (as described in Item 304(a)(1)(v) of Regulation S-K) in connection with such changes in accountants.

LEGAL MATTERS

The validity of our Class A common stock offered hereby will be passed upon for us by Greenberg Traurig, LLP.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed for such purpose on a contingency basis, or had, or is to receive, in connection with this offering, a substantial interest, direct or indirect, in us or any of our parents or subsidiaries, nor was any such person connected with us or any of our parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Such filings are available to the public over the internet at the SEC’s website at http://www.sec.gov.

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits.

You may review a copy of the registration statement at the SEC’s public reference room at 100 F Street, N.E. Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. You may also read and copy any materials we file with the SEC at the SEC’s public reference room. Our filings and the registration statement can also be reviewed by accessing the SEC’s website at http://www.sec.gov.

60

PLATINUM INTERNATIONAL BIOTECH CO., LTD AND

 SUBSIDIARIES AND VARIABLE INTEREST ENTITY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2020 and December 31, 2019

Table of Contents

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive Loss	F-4
Consolidated Statements of Changes in Shareholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: The Board of Directors and Stockholders of Platinum International Biotech Co., LTD

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Platinum International Biotech Co., LTD and subsidiaries and variable interest entity (collectively, the “Company”) as of December 31, 2020 and December 31, 2019, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for the years ended December 31, 2020 and December 31, 2019 and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and December 31, 2019, and the results of its operations and cash flows for the years ended December 31, 2020 and December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph Regarding Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company’s present financial situation raises substantial doubt about its ability its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 3. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Operating lease right of use asset and operating lease liability - Refer to Note 8 to the consolidated financial statements.

Critical Audit Matter Description

The consolidated balance sheet at December 31, 2020 includes a right of use asset (and an operating lease liability) in the amount of $315,207. This asset and liability relates to the Beijing office space lease signed by Yubo International Biotech (Beijing) Limited (“Yubo Beijing"), a consolidated variable interest entity of the Company's subsidiary Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”), in August 2019. We were advised by the Company that the $315,207 carrying value of this asset and liability at December 31, 2020 represented the discounted (at a 4.75% estimated incremental borrowing rate) value of the future minimum lease payments at December 31, 2020.

How the Critical Audit Matter was Addressed in the Audit

Our principal audit procedures related to the Company’s operating lease right of use asset and operating lease liability included:

(1)	We obtained the Company prepared schedule of future minimum lease payments as of December 31, 2020 and compared amounts to the August 1, 2019 lease and subsequent amendments.
(2)	We verified the Company prepared calculation of the $315,207 discounted value (at a 4.75% estimated incremental borrowing rate) of the future minimum lease payments of $322,806 as of December 31, 2020.

/s/ Michael T. Studer CPA P.C.

Michael T. Studer CPA P.C.

Freeport, New York              

April 19, 2021

We have served as the Company’s auditor since 2020.

F-2

PLATINUM INTERNATIONAL BIOTECH CO., LTD AND SUBSIDIARIES AND

VARIABLE INTEREST ENTITY

CONSOLIDATED BALANCE SHEETS

(Expressed in US Dollars)

	December 31,			December 31,
	2020			2019
ASSETS
Current assets
Cash	$	1,382,525		$	1,262
Receivables		2,316			-
Prepaid expenses		27,160			62,089
Inventory		67,144			-
Due from related parties		429,648			399,251
Total Current Assets		1,908,793			462,602
Property and equipment, net		79,153			36,597
Intangible assets, net		54,912			-
Operating lease right of use asset		315,207			546,350
Lease security deposit		86,811			83,386
Total Assets	$	2,444,876		$	1,128,935
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses (including accounts payable and accrued expenses of VIE without recourse to the Company of $101,175 and $0 as of December 31, 2020 and December 31, 2019, respectively)	$	101,175		$	-
Customer deposits (including customer deposits of VIE without recourse to the Company of $11,028 and $0 as of December 31, 2020 and December 31, 2019, respectively)		11,028			-
Advances from prospective customers/distributors (including advances from prospective customers/distributors of VIE without recourse to the Company of $757,896 and $0 as of December 31 2020 and December 31, 2019, respectively)	$	757,896			-
Due to related parties (including due to related parties without recourse to the Company of $91,951 and $93,852 as of December 31, 2020 and December 31, 2019, respectively)		91,951			93,852
Operating lease liability – current (including operating lease liability -current of VIE without recourse to the Company of $315,207 and $262,928 as of December 31, 2020 and December 31, 2019, respectively)		315,207			262,928
Total Current Liabilities		1,277,257			356,780
Non-current liabilities
Operating lease liability - non-current (including operating lease liability – non- current of VIE without recourse to the Company of $0 and $283,422 as of December 31, 2020 and December 31, 2019, respectively)		-			283,422
Total Liabilities		1,277,257			640,202
Commitments and contingencies		-			-
Shareholders' Equity:
Common stock, par value $ 0.0001 per share; authorized 500,000,000 shares, issued and outstanding 10,152,284 and 0 shares, respectively.		1,015			-
Additional Paid in Capital		2,107,602			723,861
Accumulated deficit		(942,994	)		(231,193	)
Accumulated other comprehensive income  (loss)		1,996			(3,935	)
Total Shareholders' Equity		1,167,619			488,733
Total Liabilities and Shareholders' Equity	$	2,444,876		$	1,128,935

The accompanying notes are an integral part of these consolidated financial statements.

F-3

PLATINUM INTERNATIONAL BIOTECH CO., LTD AND SUBSIDIARIES AND

VARIABLE INTEREST ENTITY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in US Dollars)

	For the year ended December 31,
	2020			2019
Revenue
Sales	$	1,353,868		$	-
Cost of Goods Sold		(114,272	)		-
Gross Profit		1,239,596			-
Operating expenses:
Sales commissions		660,963			-
Employee compensation		260,689			4,951
Occupancy		279,191			101,702
Depreciation and amortization of property and equipment		8,966			91
Amortization of intangible assets		4,096			-
Other operating expenses		737,489			124,322
Total Operating Expenses		1,951,394			231,066
Income (loss) from operations		(711,798	)		(231,066	)
Other Income (Expenses)
Interest expenses		(3	)		(127	)
Total Other Income (Expenses)		(3	)		(127	)
Loss before Provision for Income Tax		(711,801	)		(231,193	)
Provision for Income Tax		-			-
Net loss	$	(711,801	)	$	(231,193	)
Net loss per share basic and diluted	$	(0.07	)	$	(0.02	)
Weighted average common shares outstanding basic and diluted		10,046,601			10,000,000
Comprehensive income (loss)
Net loss	$	(711,801	)	$	(231,193	)
Foreign currency translation adjustment		5,931			(3,935	)
Total comprehensive income (loss)	$	(705,870	)	$	(235,128	)

The accompanying notes are an integral part of these consolidated financial statement

F-4

PLATINUM INTERNATIONAL BIOTECH CO., LTD AND SUBSIDIARIES AND

VARIABLE INTEREST ENTITY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Expressed in US Dollars)

	Common Stock				Additional Paid-In		Accumulated			Accumulated Other Comprehensive Income
	Shares		Amount		Capital		Deficit			(loss)			Total
Balance, December 31, 2018		-	$	-	$	-	$	-		$	-		$	-
Capital contributions to Yubo Beijing		-		-		723,861		-			-			723,861
Foreign currency translation adjustment		-		-		-		-			(3,935	)		(3,935	)
Net loss		-		-		-		(231,193	)					(231,193	)
Balance, December 31, 2019		-		-		723,861		(231,193	)		(3,935	)		488,733
Issuance of ordinary shares and capital contributions to Yubo Beijing		10,000,000		1,000		633,756		-			-			634,756
Sale of ordinary shares on September 11, 2020		152,284		15		749,985								750,000
Foreign currency adjustment		-		-		-		-			5,931			5,931
Net Loss		-		-		-		(711,801	)		-			(711,801	)
Balance, December 31, 2020		10,152,284	$	1,015	$	2,107,602	$	(942,994	)	$	1,996		$	1,167,619

The accompanying notes are an integral part of these consolidated financial statements

F-5

PLATINUM INTERNATIONAL BIOTECH CO., LTD AND SUBSIDIARIES AND

VARIABLE INTEREST ENTITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in US Dollars)

	For the year ended December 31,
	2020			2019
Cash flows from operating activities:
Net loss	$	(711,801	)	$	(231,193	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		13,063			91
Changes in operating assets and liabilities:
Receivables		(2,316	)		-
Prepaid expense		34,929			(62,089	)
Inventory		(67,144	)		-
Due from related parties		(30,397	)		(399,251	)
Lease security deposit		(3,425	)		(83,386	)
Accounts payable and accrued expenses		101,175			-
Customer deposits		11,028			-
Advances from prospective customers/distributors		757,896			-
Due to related parties		(1,901	)		93,707
Net cash provided by (used in) operating activities		101,107			(682,121	)
Cash flows from investing activities:
Purchases of property and equipment		(42,556	)		(36,983	)
Purchases of intangible assets		(54,912	)		-
Net cash used in investing activities		(97,468	)		(36,983	)
Cash flows from financing activities:
Capital Contributions to Yubo Beijing		634,756			723,861
Sale of ordinary shares on September 11, 2020		750,000			-
Net cash provided by financing activities		1,384,756			723,861
Effect of exchange rate changes		(7,133	)		(3,640	)
Net increase (decrease) in cash		1,381,262			1,117
Cash at beginning of period		1,262			145
Cash at end of period	$	1,382,524		$	1,262
Supplemental Cash Flow Information:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-
Non-cash Investing Activities:
Operating lease right of use asset acquired	$	-		$	688,631

The accompanying notes are an integral part of these consolidated financial statements.

F-6

PLATINUM INTERNATIONAL BIOTECH CO., LTD

AND SUBSIDIARIES AND VARIABLE INTEREST ENTITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2020 and December 31, 2019

NOTE 1 – ORGANIZATION

Platinum International Biotech Co., LTD (“Platinum”) was incorporated on April 7, 2020 under the laws of the Cayman Islands as a holding company. On May 4, 2020, Platinum incorporated a wholly owned subsidiary Platinum International Biotech (Hong Kong) Limited (“Platinum HK”) in Hong Kong. On September 4, 2020, Platinum HK incorporated a wholly foreign owned enterprise (“WFOE”) Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”) in Chengdu, China.

On September 11, 2020, Yubo Chengdu entered into a series of Variable Interest Entity (“VIE”) agreements with the owners of Yubo International Biotech (Beijing) Limited (“Yubo Beijing”). Pursuant to the VIE agreements, Yubo Beijing became Yubo Chengdu’s contractually controlled affiliate. The purpose and effect of the VIE Agreements is to provide Yubo Chengdu with all management control and net profits earned by Yubo Beijing.

Yubo Beijing was incorporated on June 14, 2016. For the year ended December 31, 2020 (commencing April 2020), Yubo Beijing sold approximately 850 nebulizers to customers in the People’s Republic of China (“PRC”).

Upon executing the series of VIE agreements in September 2020, Yubo Beijing has been considered a Variable Interest Entity (“VIE”) of Yubo Chengdu, its primary beneficiary. Accordingly, Yubo Beijing has been consolidated under the guidance of FASB Accounting Standards Codification (“ASC”) 810, Consolidation.

The officers, directors, and controlling beneficial owners of Yubo Beijing from its inception on June 14, 2016 are also officers, directors, and controlling beneficial owners of Platinum. Accordingly, the accompanying consolidated financial statements include Yubo Beijing’s operations from its inception on June 14, 2016.

Platinum and its consolidated subsidiaries and VIE are collectively referred to herein as the “Company” unless specific reference is made to an entity.

A flow chart of the Company follows:

F-7

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The accompanying consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 comprise the following periods for each entity:

Name	Periods
Platinum	April 7, 2020 (Inception) – December 31, 2020
Yubo HK	May 4, 2020 (Inception) – December 31, 2020
Yubo Chengdu	September 4, 2020 (Inception) – December 31, 2020
Yubo Beijing	January 1, 2019 – December 31, 2020

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its two wholly owned subsidiaries, and its consolidated VIE for which the Company is the primary beneficiary.

All transactions and balances among the Company, its subsidiaries and consolidated VIE have been eliminated upon consolidation.

The accompanying consolidated financial statements reflect the activities of the following entities:

Name	Background		Ownership
Platinum International Biotech Co. LTD (“Platinum”)	· · ·	A Cayman Island company Incorporated on April 7, 2020 A holding company
Platinum International Biotech (Hong Kong) Limited.  (“Platinum HK”)	· · ·	A Hong Kong company Incorporated on May 4, 2020 A holding company	100% owned by Platinum
Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”)	· · · ·	A PRC company and deemed a wholly foreign owned enterprise Incorporated on September 4, 2020 Subscribed capital of $1,500,000 A holding company	100% owned by Platinum HK
Yubo International Biotech (Beijing) Limited (“Yubo Beijing”)	· · · ·	A PRC limited liability company Incorporated on June 14, 2016 Subscribed capital of $1,531,722 (RMB 10,000,000) Stem cell storage and bank	VIE of Yubo Chengdu WFOE

On September 11, 2020, our wholly-owned subsidiary, Yubo Chengdu, entered into the following contractual arrangements with Yubo Beijing and the shareholders of Yubo Beijing (the “Yubo Shareholders”), as applicable, each of which is enforceable and valid in accordance with the laws of the PRC:

F-8

Exclusive Consulting Services Agreement

Pursuant to the Exclusive Consulting Services Agreement among Yubo, Yubo WFOE, and the Yubo Shareholders, Yubo WFOE agrees to provide, and Yubo agrees to accept, exclusive management services provided by Yubo WFOE. Such management services include but are not limited to financial management, business management, marketing management, human resource management and internal control of Yubo. The Exclusive Consulting Services Agreement will remain in effect until the acquisition of all assets or equity of Yubo by Yubo WFOE is complete (as more fully described in the Exclusive Purchase Option Agreement below).

Exclusive Purchase Option Agreement

Under the Exclusive Option Agreement among Yubo, Yubo WFOE, and the Yubo Shareholders, the Yubo Shareholders granted Yubo WFOE an irrevocable and exclusive purchase option to acquire Yubo’s equity and/or assets at a nominal consideration. Yubo WFOE may exercise the purchase option at any time.

Equity Pledge Agreement

Under the Equity Pledge Agreement among Yubo WFOE and the Yubo Shareholders, the Yubo Shareholders pledged all of their equity interests in Yubo, including the proceeds thereof, to guarantee all of Yubo WFOE’s rights and benefits under the Exclusive Consulting Services Agreement and the Exclusive Option Agreement. Prior to termination of this Equity Pledge Agreement, the pledged equity interests cannot be transferred without Yubo WFOE’s prior consent. The Yubo Shareholders covenants to Yubo WFOE that among other things, it will only appoint/elect the candidates for the directors of Yubo nominated by Yubo WFOE.

Financial Statements of Yubo Beijing (VIE)

Except for $635,912 cash at December 31, 2020, all assets and liabilities included in the accompanying Consolidated Balance Sheets at December 31, 2020 and December 31, 2019 represent assets and liabilities of Yubo Beijing.

Except for $114,088 other operating expenses for the ended December 31, 2020, all revenues and expenses included in the accompanying Consolidated Statements of Operations for the years ended December 31, 2020 and December 31, 2019 represent revenues and expenses of Yubo Beijing.

Foreign Currency Translation

The accompanying consolidated financial statements are presented in United States dollars (“$”), which is the reporting currency of the Company. The functional currency of Platinum and Platinum HK is the United States dollar. The functional currency of the Company’s subsidiary and VIE located in the PRC is the Renminbi (“RMB”). For the entities whose functional currencies are the RMB, results of operations and cash flows are translated at average exchange rates during the period ($1=6.7473 RMB for the year ended December 31, 2020 and $1=6.9074 RMB for the year ended December 31, 2019), assets and liabilities are translated at the current exchange rate at the end of the period ($1=6.5286 RMB at December 31, 2020 and $1=6.9630 RMB at December 31, 2019), and equity is translated at historical exchange rates. The resulting translation adjustments are included in determining other comprehensive income (loss). Transaction gains and losses, which were not significant for the periods presented, are reflected in the consolidated statements of operations.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant estimates and assumptions by management include, among others, useful lives and impairment of long-lived assets, and income taxes including the valuation allowance for deferred tax assets. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary.

F-9

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in bank accounts, cash in time deposits, certificates of deposit and all highly liquid instruments with original maturities of three months or less.

Inventories

Inventories, mainly consisting of nebulizers and components, are stated at the lower of cost utilizing the weighted average method or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated selling costs.

The valuation of inventory requires the Company to estimate excess and slow-moving inventories. The Company evaluates the recoverability of the inventory based on expected demand and market conditions. No inventory write downs were recorded in the periods presented.

Property and Equipment

Property and equipment consist of leasehold improvements, air conditioning equipment, and office equipment. All property and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Property and equipment are depreciated on a straight-line basis over the following periods:

Leasehold improvements	Remaining term of lease
Air conditioning equipment	5 years
Office equipment	3 years

Intangible Assets

Intangible assets consist of distribution software and patents and are stated at historical cost less accumulated amortization. Amortization of intangible assets is calculated on a straight-line basis over the shorter of the contractual terms or the expected useful lives of the respective assets. The amortization period by major asset classes is as follows:

Distribution software	5 years
Patents	20 years

Impairment of Long-Lived Assets

The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of the asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial position. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Fair Value of Financial Instruments

The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.

F-10

The three levels are defined as follows:

Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value.

Financial instruments include cash, receivables, due from related parties, accounts payable and accrued expenses, and due to related parties. The carrying values of these financial instruments approximate their fair values due to the short-term maturities of these instruments.

For the periods presented, there were no financial assets or liabilities measured at fair value.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The initial measurement of the right-of-use asset is equal to the initial lease liability plus any initial direct costs.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

Revenue Recognition

The Company derives its revenue from the sale of nebulizers containing frozen tubes with medical fluid. The nebulizers are sold directly to consumers on the Company’s online e-commerce platform. The Company recognizes product revenues when the following four revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the selling price is fixed or determinable, and (iv) collectability is reasonably assured. The Company does not allow sales returns or exchanges.

Revenue is recorded net of value-added tax (“VAT”).

Advertising Costs

Advertising costs are expensed as incurred. 

Income Taxes

The Company follows the liability method in accounting for income taxes in accordance with ASC topic 740 (“ASC 740”), Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely than not that some portion, or all, of the deferred tax assets will not be realized.

The Company applies the provisions of ASC 740 to account for uncertainty in income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the consolidated financial statements.

The Company will classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations.

F-11

Net Loss per Share

Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted loss per ordinary share reflects the potential dilution that could occur if dilutive securities (such as stock options and convertible securities) were exercised or converted into ordinary shares. For the periods presented, the Company had no dilutive securities outstanding.

Comprehensive Loss

Comprehensive loss is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Comprehensive loss is reported in the consolidated statements of operations and comprehensive loss, including net loss and foreign currency translation adjustments, presented net of tax.

New Accounting Pronouncements

In February, 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02) “Leases (Topic 842)”. ASU 2016-02 requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted.

For finance leases, a lessee is required to do the following:

· Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the balance sheet.

· Recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement of comprehensive income.

· Classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows.

For operating leases, a lessee is required to do the following:

· Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the balance sheet.

· Recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis.

· Classify all cash payments within operating activities in the statement of cash flows.

Other than increasing assets and liabilities at the inception of Yubo Beijing’s office lease on August 1, 2019 (See Note 8), ASU 2016-02 has not had a significant effect on the Company’s financial position or results of operations.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on its consolidated financial position, statements of operations or cash flows.

F-12

NOTE 3 – GOING CONCERN

The Company’s financial statements as of December 31, 2020 and December 31, 2019 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues and cash flows sufficient to cover its operating costs and allow it to continue as a going concern. For the years ended December 31, 2020 and December 31, 2019, the Company had losses of $711,801 and $231,193, respectively.  These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – INVENTORY

Inventory consisted of the following:

	December 31,		December 31,
	2020		2019
Product components raw materials:
Frozen tubes to be attached to the nebulizer product	$	40,499	$	-
Unassembled nebulizers		4,733		-
Fluids to be inserted in the frozen tubes		11,470		-
Total product components raw materials		56,702		-
Refrigerated boxes		3,310		-
Delivery boxes		7,132		-
Total Inventory	$	67,144	$	-

NOTE 5 – DUE FROM RELATED PARTIES

Due from related parties consisted of:

	December 31,		December 31,
	2020		2019
Beijing Zhenhuikang Biotechnology Co., Ltd (“Zhenhuikang”) (1)	$	404,288	$	399,251
Yubo Global Biotechnology (Chengdu) Co., Ltd. (2)		25,360		-
Total Due From Related Parties	$	429,648	$	399,251

(1)	Zhenhuikang is controlled by Zhenxigu.
(2)	Yubo Global Biotechnology (Chengdu) Co., Ltd. is controlled by Mr. Jun Wang.

The due from related parties receivables are noninterest bearing and are due on demand.

F-13

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment, net, consisted of the following:

	December 31,			December 31,
	2020			2019
Leasehold improvements	$	44,777		$	23,231
Air conditioning equipment		21,496			-
Office equipment		22,241			13,457
Total property and equipment		88,514			36,688
Less accumulated depreciation and amortization		(9,361	)		(91	)
Property and equipment, net	$	79,153		$	36,597

 For the years ended December 31, 2020 and 2019, depreciation and amortization of property and equipment was $8,966 and $91, respectively.

NOTE 7 – INTANGIBLE ASSETS

Intangible assets, net, consisted of the following:

	December 31,			December 31,
	2020			2019
Distribution software	$	37,906		$	-
Patents acquired from related party (Note 11)		21,239			-
Total intangible assets		59,145			-
Less: Accumulated amortization		(4,233	)		-
Intangible assets, net	$	54,912		$	-

For the years ended December 31, 2020 and 2019, amortization of intangible assets expense was $4,096 and $0, respectively.

F-14

At December 31, 2020, the expected future amortization of intangible assets expense was:

Year ending December 31, 2021		8,632
Year ending December 31, 2022		8,632
Year ending December 31, 2023		8,632
Year ending December 31, 2024		8,632
Year ending December 31, 2025		4,846
Thereafter		15,538
Total	$	54,912

NOTE 8 – OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY

On August 1, 2019 Yubo Beijing executed a lease agreement with Jiu Si Cheng Investment Management (the “Landlord”) to rent approximately 746 square meters of office space in Beijing China. The lease provided for an initial term of 2 years and 4 months from August 2, 2019 to November 30, 2021 with a right to renew for an additional term of 2 years and 8 months from December 1, 2021 to July 31, 2024. The lease also provided for payments of quarterly rent and management fees to the landlord for the initial term of a total of RMB 4,756,649 ($728,586 at the 6.5286 current exchange rate at December 31, 2020) and the payment of a security deposit to the Landlord of RMB 566,754 ($86,811 at the 6.5286 current exchange rate at December 31, 2020).

At December 31, 2020 the future undiscounted minimum lease payments under this noncancellable lease are as follows:

	As of December 31, 2020
Year ending December 31, 2021	$	322,806

The operating lease liabilities totaling $315,207 at December 31, 2020 as presented in the Consolidated Balance Sheet represents the discounted (at a 4.75% estimated incremental borrowing rate) value of the future lease payments of $322,806 at December 31, 2020.

For the years ended December 31, 2020 and December 31, 2019, occupancy expense attributable to this lease was $213,185 and $101,702, respectively.

NOTE 9 – ADVANCES FROM PROSPECTIVE CUSTOMERS/DISTRIBUTORS

In December 2020, Yubo Beijing received a total of RMB ¥ 4,948,000 ($757,896) from eight PRC entities in amounts of RMB ¥ 348,000, RMB ¥50,000, RMB ¥50,000, RMB ¥500,000, RMB ¥250,000, RMB ¥500,000, RMB ¥3,000,000 and RMB ¥250,000. The related verbal agreements provide for the eight entities to purchase inventory from Yubo Beijing or enter into such other arrangements with Yubo Beijing as the parties mutually agree. Pending formal approval of any such arrangements, all of the eight PRC entities have the right to request the return of their advances.

NOTE 10 – DUE TO RELATED PARTIES

Due to related parties consisted of the following:

	December 31,		December 31,
	2020		2019
Mr. Jun Wang (1)	$	-	$	88,941
Mr. Yang Wang (2)		91,951		4,911
Total	$	91,951	$	93,852

___________ 

(1)	Mr. Jun Wang owns 37.81% of Yubo Beijing capital stock and is the chief executive officer and a director of Platinum and Yubo Beijing.
(2)	Mr. Yang Wang owns 23.64% of Yubo Beijing capital stock and is a director of Platinum and Yubo Beijing.

The due to related parties payables are noninterest bearing and are due on demand.

F-15

NOTE 11 – SHAREHOLDERS’ EQUITY

Platinum International Biotech Co., LTD (Cayman Islands) (“Platinum”)

Platinum has authorized 500,000,000 ordinary shares with a par value of $0.0001 per share with 10,152,284 shares issued and outstanding at December 31, 2020.

On April 7, 2020 Platinum issued a total of 10,000,000 ordinary shares to six entities as follows:

Entity	Shares
1.Flydragon International Limited (controlled by Mr. Jun Wang)		3,466,000
2.Chinaone Technology Limited (controlled by Mr. Yang Wang)		1,667,000
3.Boao Biotech Limited (controlled by Mr. Yulin Cao)		2,167,000
4.Dragoncloud Technology Limited (controlled by Mr. Yang Wang)		500,000
5.Focus Draw Group Limited (controlled by Ms. Lina Liu)		1,200,000
6.Focusone Technology Group Limited (controlled by Mr. Jin Wei)		1,000,000
Total		10,000,000

On September 11, 2020 Platinum sold 152,284 ordinary shares to an investor for $750,000 cash.

Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”)

Yubo Chengdu has subscribed capital of $1,500,000 which has not yet been paid by its shareholder. The subscribed capital is due for payment on January 1, 2040.

Yubo International Biotech (Beijing) Limited (“Yubo Beijing”)

Yubo Beijing has subscribed capital of $1,531,722 (RMB 10,000,000), of which $127,592 (RMB 833,000) has not yet been paid by its shareholders as of December 31, 2020.

In 2019, a total of RMB 5,000,000 ($723,861 at the 6.9074 average exchange rate for the year ended December 31, 2019) was received from Mr. Jun Wang (RMB 2,000,000), Mr. Yang Wang ($1,250,000), Zhenxigu Medical Research Center LP, (RMB 1,250,000) and Borong Hongtai Asset Management LP (RMB 500,000).

In the year ended December 31, 2020, a total of RMB 4,167,000 ($617,580 at the 6.7473 average exchange rate for the year ended December 31, 2020) was received from Mr. Jun Wang (RMB 1,466,000), Mr. Yang Wang (RMB 917,000), Zhengxigu Medical Research Center LP (RMB 417,000), Borong Hongtai Asset Management LP (RMB 700,000), and Platinum Health Management (Tianjin) Center (LP) (RMB 667,000) 

Restricted net assets

The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries or its VIE. Relevant PRC statutory laws and regulations permit payments of dividends by Yubo Chengdu and Yubo Beijing only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations and after it has met the PRC requirements for appropriation to statutory reserves. Paid in capital of the PRC subsidiary and VIE included in the Company’s consolidated net assets are also non-distributable for dividend purposes. The results of operations reflected in the accompanying consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of Yubo Chengdu and Yubo Beijing.

F-16

Yubo Chengdu and Yubo Beijing are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, Yubo Chengdu and Yubo Beijing may allocate a portion of its after-tax profits based on PRC accounting standards to an enterprise expansion fund and a staff bonus and welfare fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends.

For the years ended December 31, 2020 and 2019, Yubo Beijing did not generate any profit and had negative retained earnings as of December 31, 2020.  As a result, the Company has not accrued statutory reserve funds.

The ability of the Company’s PRC subsidiary and its VIE to make dividends and other payments to the Company may also be restricted by changes in applicable foreign exchange and other laws and regulations. Foreign currency exchange regulation in China is primarily governed by the following rules:

· Foreign Exchange Administration Rules (1996), as amended in August 2008, or the Exchange Rules;

· Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules.

Currently, under the Administration Rules, Renminbi is freely convertible for current account items, including the distribution of dividends, interest payments, trade and service related foreign exchange transactions, but not for capital account items, such as direct investments, loans, repatriation of investments and investments in securities outside of China, unless the prior approval of the State Administration of Foreign Exchange (the “SAFE”) is obtained and prior registration with the SAFE is made. Foreign-invested enterprises that need foreign exchange for the distribution of profits to its shareholders may affect payment from their foreign exchange accounts or purchase and pay foreign exchange rates at the designated foreign exchange banks to their foreign shareholders by producing board resolutions for such profit distribution. Based on their needs, foreign-invested enterprises are permitted to open foreign exchange settlement accounts for current account receipts and payments of foreign exchange along with specialized accounts for capital account receipts and payments of foreign exchange at certain designated foreign exchange banks.

Although the current Exchange Rules allow the convertibility of Chinese Renminbi into foreign currency for current account items, conversion of Chinese Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of SAFE, which is under the authority of the People’s Bank of China. These approvals, however, do not guarantee the availability of foreign currency conversion. The Company cannot be sure that it will be able to obtain all required conversion approvals for its operations or that the Chinese regulatory authorities will not impose greater restrictions on the convertibility of Chinese Renminbi in the future. Currently, all of the Company’s revenues are generated in Renminbi. Any future restrictions on currency exchanges may limit the Company’s ability to use its retained earnings generated in Renminbi to make dividends or other payments in U.S. dollars or fund possible business activities outside China.

F-17

NOTE 12 – RELATED PARTY TRANSACTIONS

On February 17, 2020, Yubo Beijing executed an Agreement of Joint Research and Development with Beijing Zhenxigu Medical Research Center LP (“Zhenxigu”), an entity that owns 18.18% of Yubo Beijing Capital stock and is controlled by Mr. Yulin Cao (who is a director of Platinum and Yubo Beijing). Pursuant to the agreement, Yubo Beijing paid RMB 241,880 ($35,848 at the 6.7473 average exchange rate for the year ended December 31, 2020) to Zhenxigu for research and development relating to the medical fluid to be included with the nebulizers to be sold to customers. Such expense has been included with other operating expenses in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2020.

On February 27, 2020, Yubo Beijing executed a Patent Transfer Agreement with Beijing Zhenhuikang Biotechnology Co. LTD (“Zhenhuikang”), an entity controlled by Mr. Yulin Cao (who is a director of Platinum and Yubo Beijing). The Agreement provided for the assignment of two patents owned by Zhenhuikang to Yubo Beijing for consideration of RMB 140,000 ($21,444 at the 6.5286 current exchange rate at December 31, 2020) (See Note 7).

On February 27, 2020, Yubo Beijing executed an Entrustment Technical Service Agreement with Beijing Zhenhuikang Biotechnology Co. LTD (“Zhenhuikang”), an entity controlled by Mr. Yulin Cao (who is a director of Platinum and Yubo Beijing). The Agreement provides for Zhenhuikang to, among other things, assist Yubo Beijing in the preparation of 300 sets of endometrial stem cell harvesting packages. As amended July 2, 2020, the Agreement provides for Yubo Beijing to pay Zhenhuikang at the rate of RMB 666 per set or RMB 199,800 total ($30,604 at the 6.5286 current exchange rate at December 31, 2020). As of December 31, 2020, preparation of the stem cell harvesting packages has not yet commenced, no payments to Zhenhuikang have been made, and no expense or liability has been recorded.

NOTE 13 – INCOME TAX

Cayman Islands

Under the current laws of the Cayman Islands, Platinum is not subject to tax on income or capital gains. In addition, payments of dividends by Platinum to its shareholders are not subject to withholding tax in the Cayman Islands.

Hong Kong

Platinum HK was incorporated under the Hong Kong tax law where the statutory income tax rate is 16.5%. Platinum HK has had no taxable income or loss from May 4, 2020 (inception) to December 31, 2020.

People’s Republic of China

Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”) and Yubo International Biotech (Beijing) Limited were incorporated in the PRC and are subject to PRC Enterprise Income Tax (“EIT”) on their taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People’s Congress enacted a new enterprise income tax law, which took effect on January 1, 2008. The law applies a uniform 25% enterprise income tax rate to both foreign invested enterprises and domestic enterprises.

Yubo Chengdu has had no taxable income or loss from September 4, 2020 (inception) to December 31, 2020.

Yubo Beijing has had taxable losses of $231,193 for the year ended December 31, 2019 and $597,713 for year ended December 31, 2020. These losses can be carried forward for five years to reduce future years’ taxable income through year 2024 and year 2025, respectively. Based on management’s present assessment, the Company has not yet determined it to be more likely than not that future utilization of the net operating loss carryforwards will be realized. Accordingly, the Company has recorded a 100% valuation allowance against the deferred tax asset at December 31, 2020 and December 31, 2019.

F-18

The components of deferred tax assets were as follows:

	December 31, 2020			December 31, 2019
Net operating losses carry forward	$	207,227		$	57,798
Valuation allowance		(207,227	)		(57,798	)
Deferred tax assets, net	$	—		$	—

The reconciliation of the provisions for (benefits from) income tax by applying the PRC tax rate to income (loss) before provisions for income tax and the actual provisions for income tax is as follows:

	For the year ended December 31, 2020			For the year ended December 31, 2019
Income tax (benefits) at 25%	$	(177,950	)	$	(57,798	)
Net loss of Platinum		28,522			-
Increase in valuation allowance		149,428			57,798
Provision for income taxes	$	—		$	—

Accounting for Uncertainty in Income Taxes

The tax authority of the PRC government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises complete their relevant tax filings. Therefore, the Company’s PRC entities’ tax filings results are subject to change and may lead to tax liabilities.

ASC 740 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax positions and concluded that no liability for uncertainty in income taxes was necessary as of December 31, 2020 and December 31, 2019.

NOTE 13 – COMMITMENTS AND CONTINGENCIES

Freelancer Service Contract

On March 30, 2020, Yubo Beijing executed an agreement with Hainan Huiyonggong Service Ltd. (“HHS”).  The agreement provided for HHS to engage sales representatives (often Yubo Beijing customers) to refer new customers to Yubo Beijing and for Yubo Beijing to pay fees to HHS based on the amount of sales generated from HHS’s sales representatives. The term of the agreement was for one year expiring March 29, 2021. For the year ended December 31, 2020, the Company expensed $502,352 pursuant to this agreement which is included in “Sales Commissions” in the accompanying statement of operations.

Website Platform Maintenance Agreement

On April 29, 2020, Yubo Beijing executed an agreement with Hainan Haifu Technology Ltd. (“HHT”). The agreement provided for HHT to provide certain website maintenance services for Yubo Beijing and provided for Yubo Beijing to pay a monthly fee of RMB 150,000 ($22,231 using the December 31, 2020 average rate of 6.7473) to HHT. The term of the agreement, which originally was for one year expiring April 28, 2021, was mutually terminated on October 30, 2020. For the year ended December 31, 2020, the Company expensed $125,985 pursuant to this agreement which is included in “Other Operating Expenses” in the accompanying statement of operations.

Credit risk

Cash deposits with banks are held in financial institutions in the PRC, which are insured with deposit protection up to RMB 500,000 (approximately $76,586 at December 31, 2020). Accordingly, the Company has a concentration of credit risk related to the uninsured part of bank deposits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk.

F-19

Risks of Variable Interest Entity Structure

Although the structure the Company has adopted is consistent with longstanding industry practice, and is commonly adopted by comparable companies in China, the PRC government may not agree that these arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. There are uncertainties regarding the interpretation and application of PRC laws and regulations including those that govern the Company’s contractual arrangements, which could limit the Company’s ability to enforce these contractual arrangements. If the Company or its variable interest entity is found to be in violation of any existing or future PRC laws, rules or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including levying fines, revoking business and other licenses of the Company’s variable interest entity, requiring the Company to discontinue or restrict its operations, restricting its right to collect revenue, requiring the Company to restructure its operations or taking other regulatory or enforcement actions against the Company. In addition, it is unclear what impact the PRC government actions would have on the Company and on its ability to consolidate the financial results of its variable interest entity in the consolidated financial statements, if the PRC government authorities were to find the Company’s legal structure and contractual arrangements to be in violation of PRC laws, rules and regulations. If the imposition of any of these government actions causes the Company to lose its right to direct the activities of Yubo Beijing or the right to receive their economic benefits, the Company would no longer be able to consolidate Yubo Beijing.

NOTE 14 - SUBSEQUENT EVENTS

On January 14, 2021, Platinum and its 7 shareholders (the “Shareholders”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with Yubo International Biotech Limited (“YBGJ”), formerly Magna-Lab Inc. Pursuant to the terms of the Exchange Agreement, the Shareholders received a total of 117,000,000 shares of YBGJ Class A common stock (representing approximately 99.00% of YBGJ common stock after the transaction) in exchange for their delivery of 100% of the 10,152,284 ordinary shares of Platinum issued and outstanding making Platinum a wholly owned subsidiary of YBGJ.

F-20

YUBO INTERNATIONAL BIOTECH LIMITED

Up to an aggregate of 17,251,100 of

Shares of Class A Common Stock

 _________

PROSPECTUS

 _________

_____________

 May 5, 2021 

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following is an itemized statement of the estimated amounts of all expenses payable by us in connection with the registration of the common stock, other than underwriting discounts and commissions. All amounts are estimates except the SEC registration fee.

SEC Registration Fee	$	941.05
Accounting Fees and Expenses	$	39,000.00
Legal Fees and Expenses	$	35,000.00
Miscellaneous Expenses	$	10,000.00
Total	$	84,941.05

Item 14. Indemnification of Directors and Officers.

The NYBCL permits a corporation to indemnify its current and former directors and officers against expenses, judgments, fines and amounts paid in connection with a legal proceeding. To be indemnified, the person must have acted in good faith and in a manner the person reasonably believed to be in, and not opposed to, the best interests of the corporation. With respect to any criminal action or proceeding, the person must not have had reasonable cause to believe the conduct was unlawful.

The NYBCL permits a present or former director or officer of a corporation to be indemnified against certain expenses if the person has been successful, on the merit or otherwise, in defense of any proceeding brought against such person by virtue of the fact that the person is or was an officer or director of the corporation. In addition, the NYBCL permits the advancement of expenses relating to the defense of any proceeding to directors and officers contingent upon the person's commitment to repay advances for expenses in the case he or she is ultimately found not to be entitled to be indemnified.

The NYBCL provides that the indemnification provisions contained in the NYBCL are not exclusive of any other right that a person seeking indemnification may have or later acquire under any provision of a corporation's certification of incorporation or by-laws, or, when authorized by the corporation's certificate of incorporation or by-laws, by any agreement, by any vote of shareholders or disinterested directors or otherwise. The NYBCL also provides that a corporation may maintain insurance, at its expense, to protect its directors and officers in instances in which they may not otherwise be indemnified by the corporation under the provisions of the NYBCL provided the contract of insurance covering the directors and officers provides, in a manner acceptable to the New York superintendent of insurance, for a retention amount and for co-insurance.

Our amended and restated bylaws provide that, to the maximum extent permitted by NYBCL and the federal securities laws, we must indemnify and, upon request advance, expenses to a director or officer made, or threatened to be made, a party to any action or proceeding (other than a shareholder derivative action) by reason of such person being a director or officer, if such director or officer acted in good faith for a purpose which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful. Indemnification would cover reasonable expenses, including attorneys’ fees, judgments, fines, amounts paid in settlement and reasonable expenses (including attorneys’ fees).

We have entered into indemnification agreements with each of our directors and executive officers that require us to indemnify these persons against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that the person is or was a director or officer of our Company or any of our affiliated enterprises.

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

Item 15. Recent Sales of Unregistered Securities

On January 13, 2021, we entered into the Exchange Agreement. As a result of the Exchange Transaction, the shareholders of Platinum received 117,000,000 shares of our Class A common stock, representing approximately 99.00% of our Class A common stock, in exchange for 100% of the issued and outstanding common stock of Platinum. The issuance of the Class A common stock pursuant to the Exchange Agreement was exempt from registration under the Securities Act pursuant to Section 4(2) and Regulation D and Regulation S thereof.

Item 16. Exhibits

(a) The exhibits listed in the following Exhibit Index are filed as part of this Registration Statement.

Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation of Registrant, as amended
3.2	Bylaws of Registrant
5.1	Opinion of Greenberg Traurig, LLP
10.1+	Employment Agreement, dated December 1, 2020, by and between Yubo and Jun Wang (English Translation)
10.2+	Employment Agreement, dated October 10, 2020, by and between Yubo and Yang Wang (English Translation)
10.3+	Employment Agreement, dated October 10, 2020, by and between Yubo and Lina Liu (English Translation)
10.4+	Equity Pledge Agreement, dated September 11, 2020, by and among Yubo WFOE and each of the stockholders of Yubo (English Translation)
10.5+	Exclusive Option Agreement, dated September 11, 2020, by and among Yubo WFOE and each of the stockholders of Yubo (English Translation)
10.6+	Exclusive Consulting Service Agreement, dated September 11, 2020, by and between Yubo WFOE and Yubo (English Translation)
10.7+	Entrustment Technical Service Agreement, dated February 27, 2020, by and between Yubo and Beijing Zhenhuikang Biotechnology Co., Ltd. (English Translation)
10.8+	Agreement of Joint Research and Development, dated February 17, 2020, by and between Beijing Zhenxigu Medical Research Center (L.P.) and Yubo (English Translation)
10.9+	Cooperation Agreement, dated March 1, 2020, by and among Beijing Zhenxigu Medical Research Center (L.P.), Yubo and Huailai Huayue Hengsheng Medical Device Co., Ltd. (English Translation)
10.10	Loan Agreement, by and between Yubo and Beijing Zhenhuikang Biotechnology Co., Ltd. (English Translation)
10.11	Jiusi Cultural Creative Park Lease Contract, by and between Jiusicheng Investment Management (Beijing) Co., Ltd.  and Yubo (English Translation)
10.12	Indemnification Agreement by and between the Registrant and Jun Wang
10.13	Indemnification Agreement by and between the Registrant and Yang Wang
10.14	Indemnification Agreement by and between the Registrant and Zhihui Bai
10.15	Indemnification Agreement by and between the Registrant and Lina Liu
16.1	Letter from RBSM LLP, dated October 15, 2020
21.1	Subsidiaries of the Registrant: Platinum International Biotech Co., Ltd., a company organized under the laws of the Cayman Islands, Platinum International Biotech (Hong Kong) Limited, a company organized under the laws of Hong Kong, and Yubo Biotech (Chengdu) Limited, a company organized under the laws of the People’s Republic of China
23.1	Consent of Michael T Studer CPA P.C.
23.2	Consent of Greenberg Traurig, LLP (included in Exhibit 5.1)
24.1	Powers of Attorney (included in the signature page)

_______________

+ Certain portions of this exhibit containing personally identifiable information have been redacted.

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Item 17. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned Registrant hereby undertakes that:

(1) for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(d) that, for the purpose of determining liability under the Securities Act to any purchaser:

(1) if the issuer is relying on Rule 430B:

(i) each prospectus filed by the undersigned issuer pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(2) if the issuer is relying on Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Beijing, China on May 5, 2021.

Yubo International Biotech Limited,
a New York corporation
By:	/s/ Jun Wang
	Jun Wang
Its:	Chief Executive Officer, President and Director
	(Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jun Wang and Lina Liu, and each of them, as his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

By:	/s/ Jun Wang	May 5, 2021
	Jun Wang
Its:	Chief Executive Officer, President and Director
	(Principal Executive Officer)
By:	/s/ Lina Liu	May 5, 2021
	Lina Liu
Its:	Chief Financial Officer
	(Principal Financial and Accounting Officer)
By:	/s/ Yang Wang	May 5, 2021
	Yang Wang
Its:	Director
By:	/s/ Zhihui Bai	May 5, 2021
	Zhihui Bai
Its:	Director

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EX-3.1

EXHIBIT 3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-3.2

EXHIBIT 3.2

BYLAWS

OF

YUBO INTERNATIONAL BIOTECH LIMITED

(A NEW YORK CORPORATION)

Dated: October 14, 2020

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YUBO INTERNATIONAL BIOTECH LIMITED

BYLAWS

ARTICLE ONE

OFFICES

Section 1. Registered Office. The registered office of YUBO International Biotech Limited, a New York corporation (the “Corporation”), shall be within the State of New York in the County of New York, unless otherwise designated by the Board of Directors.

Section 2. Other Offices. The Corporation may also have offices at such other places, either within or without the State of New York, as the Board of Directors of the Corporation (the “Board of Directors”) may determine from time to time or as the business of the Corporation may require.

ARTICLE TWO

MEETINGS OF SHAREHOLDERS

Section 1. Place. All annual meetings of shareholders shall be held at such place, within or without the State of New York, as may be designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. Special meetings of shareholders may be held at such place, within or without the State of New York, and at such time as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Time of Annual Meeting. Annual meetings of shareholders shall be held on such date and at such time fixed, from time to time, by the Board of Directors, provided that there shall be an annual meeting held every year at which the shareholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Call of Special Meetings. Special meetings of the shareholders shall be held if called by the Board of Directors or the Chairman of the Board and deliver to the Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

Section 4. Conduct of Meetings. The Chairman of the Board (or in his or her absence, such other designee of the Chairman of the Board of Directors) shall preside at the annual and special meetings of shareholders and shall be given full discretion in establishing the rules and procedures to be followed in conducting the meetings, except as otherwise provided by law or in these Bylaws.

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Section 5. Notice and Waiver of Notice. Except as otherwise provided by law, written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the day of the meeting, either personally or by first-class mail, by or at the direction of the Chairman of the Board of Directors, the Secretary, or the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting. If the notice is mailed at least thirty (30) days before the date of the meeting, it may be done by a class of United States mail other than first-class. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his, her or its address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. If a meeting is adjourned to another time and/or place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment, fixes a new record date for the adjourned meeting. Whenever any notice is required to be given to any shareholder, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before, during or after the time of the meeting stated therein and delivered to the Corporation for inclusion in the minutes or filing with the corporate records, shall be equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders need be specified in any written waiver of notice. Attendance of a person at a meeting shall constitute a waiver of (a) lack of or defective notice of such meeting, unless the person objects at the beginning to the holding of the meeting or the transacting of any business at the meeting, or (b) lack of defective notice of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering such matter when it is presented.

Section 6. Quorum. At all meetings of the shareholders the holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote thereat shall be present in person or by proxy to constitute a quorum for the transaction of business, except as otherwise provided by statute. In the absence of a quorum, the holders of a majority of the shares present in person or by proxy and entitled to vote may adjourn the meeting from time to time. At any such adjourned meeting at which a quorum may be present any business may be transacted which might have been transacted at the meeting as originally called.

Section 7. Voting. Except as otherwise provided in the Certificate of Incorporation or by law, each shareholder is entitled to one (1) vote for each outstanding share held by him, her or it on each matter voted at a shareholders' meeting. A shareholder may vote at any meeting of shareholders of the Corporation, either in person or by proxy.

Section 8. Shareholder List. A list of shareholders as of the record date, shall be produced at any meeting of the shareholders upon the request of any shareholder made at or prior to such meeting.

Section 9. Action Without Meeting. Any action required by law to be taken at a meeting of shareholders, or any action that may be taken at a meeting of shareholders, may be taken without a meeting or notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted with respect to the subject matter thereof, and such consent shall have the same force and effect as a vote of shareholders taken at such a meeting.

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Section 10. Voting for Directors. Unless otherwise provided in the Certificate of Incorporation, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

ARTICLE THREE

DIRECTORS

Section 1. Number, Election and Term. The number of directors of the Corporation shall be fixed from time to time, within the limits specified by the Certificate of Incorporation, by resolution of the Board of Directors; provided, however, no director’s term shall be shortened by reason of a resolution reducing the number of directors. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 2 of this Article Three, and each director elected shall hold office for the term for which he or she is elected and until his or her successor is elected and qualified or until his or her earlier resignation, removal from office or death. Directors must be natural persons who are 18 years of age or older but need not be residents of the State of New York, shareholders of the Corporation or citizens of the United States. Any director may be removed at any time, with or without cause, at a special meeting of the shareholders called for that purpose.

Section 2. Vacancies. A director may resign at any time by giving written notice to the Corporation, the Board of Directors or the Chairman of the Board of Directors. Such resignation shall take effect when the notice is delivered unless the notice specifies a later effective date, in which event the Board of Directors may fill the pending vacancy before the effective date if they provide that the successor does not take office until the effective date. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the size of the Board of Directors shall be filled by the affirmative vote of a majority of the current directors though less than a quorum of the Board of Directors, or may be filled by an election at an annual or special meeting of the shareholders called for that purpose, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, or until the next election of one or more directors by shareholders if the vacancy is caused by an increase in the number of directors.

Section 3. Powers. Except as provided in the Certificate of Incorporation and by law, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 4. Place of Meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of New York.

Section 5. Annual Meeting. The first meeting of each newly elected Board of Directors shall be held, without call or notice, immediately following each annual meeting of shareholders.

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Section 6. Regular Meetings. Regular meetings of the Board of Directors may also be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 7. Special Meetings and Notice. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors. Written notice of special meetings of the Board of Directors shall be given to each director at least forty-eight (48) hours before the meeting. Except as required by statute, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Notices to directors shall be in writing and delivered personally or mailed to the directors at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be received. Notice to directors may also be given by telegram, teletype or other form of electronic communication. Notice of a meeting of the Board of Directors need not be given to any director who signs a written waiver of notice before, during or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting and the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Section 8. Quorum; Required Vote; Presumption of Assent. A majority of the number of directors fixed by, or in the manner provided in, these Bylaws shall constitute a quorum for the transaction of business; provided, however, that whenever, for any reason, a vacancy occurs in the Board of Directors, a quorum shall consist of a majority of the remaining directors until the vacancy has been filled. The act of a majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board of Directors. A director of the Corporation who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken shall be presumed to have assented to the action taken, unless he or she objects at the beginning of the meeting, or promptly upon his or her arrival, to holding the meeting or transacting specific business at the meeting, or he or she votes against or abstains from the action taken.

Section 9. Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or a committee thereof may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the members of the Board of Directors or the committee, as the case may be, and such consent shall have the same force and effect as a unanimous vote at a meeting. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this Section 9 shall have the effect of a meeting vote and may be described as such in any document.

Section 10. Conference Telephone or Similar Communications Equipment Meetings. Members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground the meeting is not lawfully called or convened.

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Section 11. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the business and affairs of the Corporation except where the action of the full Board of Directors is required by statute. Each committee must have two or more members who serve at the pleasure of the Board of Directors. The Board of Directors, by resolution adopted in accordance with this Article Three, may designate one or more directors as alternate members of any committee, who may act in the place and stead of any absent member or members at any meeting of such committee. Vacancies in the membership of a committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. The executive committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it, him or her by law.

Section 12. Compensation of Directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 13. Chairman of the Board. The Board of Directors may, in its discretion, choose a chairman of the board who shall preside at meetings of the shareholders and of the directors and shall be an ex officio member of all standing committees. The Chairman of the Board of Directors shall have such other powers and shall perform such other duties as shall be designated by the Board of Directors. The Chairman of the Board of Directors shall be a member of the Board of Directors, but no other officers of the Corporation need be a director. The Chairman of the Board of Directors shall serve until his or her successor is chosen and qualified, but he or she may be removed at any time by the affirmative vote of a majority of the Board of Directors.

ARTICLE FOUR

OFFICERS

Section 1. Positions. The officers of the Corporation shall consist of, if elected by the Board of Directors by resolution, a President, a Secretary, a Treasurer and one or more Vice Presidents. Any two or more offices may be held by the same person.

Section 2. Election of Specified Officers by Board. The Board of Directors at its first meeting and, from time to time, may elect or ratify a President, a Secretary, a Treasurer and one or more Vice Presidents.

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Section 3. Election or Appointment of Other Officers. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors, or, unless otherwise specified herein, appointed by the President of the Corporation. The Board of Directors shall be advised of appointments by the President at or before the next scheduled Board of Directors meeting.

Section 4. Salaries. The salaries of all officers of the Corporation to be elected by the Board of Directors pursuant to Article Four, Section 2 hereof shall be fixed from time to time by the Board of Directors or pursuant to its discretion. The salaries of all other elected or appointed officers of the Corporation shall be fixed from time to time by the President of the Corporation, or in its absence the Board of Directors, pursuant to his/her/its direction.

Section 5. Term; Resignation. The officers of the Corporation shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors may be removed, with or without cause, by the Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be but shall not be, filled by the Board of Directors. Any officer of the Corporation may resign from his or her respective office or position by delivering notice to the Corporation. Such resignation is effective when delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.

Section 6. President. The President shall be the Chief Executive Officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. In the absence of the Chairman of the Board of Directors, the President shall preside at meetings of the shareholders and the Board of Directors.

Section 7. Vice Presidents. The Vice Presidents in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the Board of Directors shall prescribe or as the President may delegate from time to time.

Section 8. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the shareholders and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he or she shall be. He or she shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it.

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Section 9. Treasurer. The Treasurer shall have the custody of corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings or when the Board of Directors so requires an account of all his or her transactions as treasurer and of the financial condition of the Corporation unless otherwise specified by the Board of Directors, the Treasurer shall be the Corporation's Chief Financial Officer.

Section 10. Other Officers, Employees and Agents. Each and every other officer, employee and agent of the Corporation shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him, her or it by the Board of Directors, the officer so appointing him, her or it and such officer or officers who may from time to time be designated by the Board of Directors to exercise such supervisory authority.

ARTICLE FIVE

CERTIFICATES FOR SHARES

Section 1. Certificated and Uncertificated Shares Certificates. Shares of the Corporation may be either certificated or uncertificated. Each owner of certificated shares of the Corporation shall be entitled to have a certificate, in such form as shall be approved by the Board of Directors, certifying the number of shares of the Corporation owned by him. The certificates representing shares shall be signed in the name of the Corporation by the Chairman of the Board of Directors or the President or the Chief Executive Officer or a Vice President and by the Secretary or the Treasurer and while a corporate seal is not required by law, it may be sealed with corporate seal of the Corporation. In case any officer who shall have signed any such certificate shall have ceased to be such officer before such certificate shall be issued, it may nevertheless be issued by the Corporation with the same effect as if such officer were still in office at the date of their issue.

Section 2. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his, her or its legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Section 3. Transfer of Shares. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

-8-

Section 4. Registered Shareholders. The Corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of New York.

ARTICLE SIX

GENERAL PROVISIONS

Section 1. Dividends. From time to time, the Board of Directors may announce, and the Corporation may pay dividends on its outstanding shares in cash, property, or its own shares pursuant to law and subject to the provisions of the Certificate of Incorporation.

Section 2. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may designate from time to time.

Section 3. Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year, unless otherwise fixed by resolution of the Board of Directors.

Section 4. Seal. While the corporate seal is not required by law, when it is used, it shall have inscribed thereon the name, the date, and the state of incorporation of the Corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 5. Gender. All pronouns used in these Bylaws in any gender shall extend to and shall include all other genders as the context may require.

ARTICLE SEVEN

INDEMNIFICATION

On the terms, to the extent, and subject to the conditions prescribed by statute and by such rules and regulations, not inconsistent with statute, as the Board of Directors may in its discretion impose in general or particular cases or classes of cases, (a) the Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding, civil or criminal, including an action by or in the right of any other Corporation of any type or kind, domestic, or foreign, or any partnership, joint venture, trust, employee benefit plan, or other enterprise which any director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the Corporation, or served such other Corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, and (b) the Corporation may pay, in advance of final disposition of any such action or proceeding, expenses incurred by such person in defending such action or proceeding.

-9-

On the terms, to the extent, and subject to the conditions prescribed by statute and by such rules and regulations, not inconsistent with statute, as the Board of Directors may in its discretion impose in general or particular cases or classes of cases, (a) the Corporation shall indemnify any person made a party to an action by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that he, his testator or intestate, is or was a director or officer of the Corporation, against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of such action, or in connection with an appeal therein, and (b) the Corporation may pay, in advance of final disposition of any such action, expenses incurred by such person in defending such action or proceeding.

ARTICLE EIGHT

AMENDMENTS OF BYLAWS

Unless otherwise provided by law, these Bylaws may be altered, amended, or repealed or new Bylaws may be adopted by action of the Board of Directors.

CERTIFICATE OF SECRETARY

I, hereby certify, that I am the duly elected, qualified, and acting Secretary of YUBO International Biotech Limited, and that the above and foregoing Bylaws were adopted as the Bylaws of said Corporation on October 14, 2020, by written consent of the Incorporator of this Corporation.

IN WITNESS WHEREOF, I have hereunto set my hand on October 14, 2020.

/s/ Liu Lina

Liu Lina, Secretary

-10-

EX-5.1

EXHIBIT 5.1

May [ ], 2021

Board of Directors

Yubo International Biotech Limited

Room 105, Building 5, 31 Xishiku Avenue

Xicheng District, Beijing, China

Re:	Yubo International Biotech Limited
	Registration Statement on Form S-1 (as filed with the SEC on the date hereof)

Ladies and Gentlemen:

We act as counsel to Yubo International Biotech Limited, a New York corporation (the “Company”), in connection with the Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on the date hereof (the “Registration Statement”), for the registration under the Securities Act of 1933, as amended (the “Securities Act”), by the Company of up to 5,000,000 shares of Class A Common Stock, par value 0.001 per share, of the Company (the “Shares”), and up to 12,251,100 shares of Class A Common Stock held by certain selling stockholders (the “Resale Shares”), in each case as further described in the Registration Statement. The Share and Resale Shares are referred to herein collectively as the “Securities”. We understand that the Shares are being offered in a self-directed public offering by the Company on a best efforts basis.

For the purpose of rendering this opinion, we examined originals or copies of such documents as deemed to be relevant. In conducting our examination, we assumed, without investigation, the genuineness of all signatures, the correctness of all certificates, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted as certified or photostatic copies, the authenticity of the originals of such copies, and the accuracy and completeness of all records made available to us by the Company.

Our opinion is limited solely to matters set forth herein. The law covered by the opinions expressed herein is limited to the Federal Law of the United States and the laws applicable to the State of New York. Further, our opinion is based solely upon existing laws, rules, and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof.

Based upon and subject to the foregoing, and assuming that (a) the Registration Statement becomes and remains effective, and the Prospectus which is a part of the Registration Statement (the “Prospectus”), and the Prospectus delivery requirements with respect thereto, fulfill all of the requirements of the Securities Act, throughout all periods relevant to the opinion; (b) the Securities will be offered in the manner and on the terms identified or referred to in the Registration Statement, including all amendments thereto; and (c) all offers and sales of the Securities will be made in compliance with the securities laws of the states having jurisdiction thereof, we are of the opinion that (i) the Securities have been duly authorized, (ii) when the Shares are issued and paid for in accordance with and in the manner described in prospectus set forth in the Registration Statement, will be validly issued, fully paid and non-assessable, and (iii) the Resale Shares are validly issued, fully paid and non-assessable.

We hereby consent in writing to the reference to this firm under the caption “Legal Matters” in the prospectus included in the Registration Statement and the use of our opinion as an exhibit to the Registration Statement and any amendment thereto. By giving such consent, we do not thereby admit that we come within the category of persons where consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.

This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-K under the Act and may not be used, circulated, quoted or relied upon for any other purpose. This opinion is given as of the date set forth above, and we assume no obligation to update or supplement the opinions contained herein to reflect any facts or circumstances which may hereafter come to our attention, or any changes in laws which may hereafter occur.

Very truly yours,

/s/ Greenberg Traurig, LLP

GREENBERG TRAURIG, LLP

EX-10.1

EXHIBIT 10.1

CERTAIN PERSONALLY IDENTIFIABLE INFORMATION CONTAINED

IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED.

Labor Contract

Party A: Yubo International Biotech (Beijing) Limited

Legal Representative: Jun Wang

Business Address: Room 108, Building 6, No. 31, Xishiku Da Jie, Xicheng District, Beijing

Party B: Jun Wang

Chinese Identification No.: [***********] Tel: [***********]

Residence Address: [***********]

Party A and Party B shall operate in accordance with the Labor Contract Law of the People's Republic of China and other relevant laws and regulations. Party A enters into this Contract on the basis of equality, voluntariness, fairness and justice, negotiated agreement and honesty and trustworthiness.

1Term of Labor Contract

Article 1 The fixed term of the contract is from December 1, 2020 to November 30, 2021.

2Job Contents

Article 2: Party B agrees to serve as the post (type of work) of chairman of the board based on the work needs of Party A. Based on its work needs and production and operation status, Party A can change Party B's job position and type of work through consultation with Party B.

Party B's job duties include: be fully responsible for formulating and deciding major operation guidelines and strategic objectives of the Company, fully supervising the operation of the Company's management system, and convening directors and shareholders to convene directors and shareholders' meetings.

The specific standards of assessment for Party B's position shall be implemented according to overall plan of the Company.

Article 3: Party B shall complete the required quantity of work and reach the required quality standard as per the lawful requirements of Party A.

1

3Labor Protection and Working Conditions

Article 4: Party A arranges Party B to implement the fixed working hour system.

Party A arranges Party B to work 8 hours a day, and 40 hours a week on average. Party A shall ensure Party B has at least one off day each week. If Party A needs to extend Party B's working hours, the extension of working hours should not exceed 3 hours a day, and should not exceed 36 hours a month under the condition that Party B is healthy. Specific work hours shall be arranged by Party A according to its operation need, and Party B shall obey.

Article 5: If Party A arranges Party B to work overtime, Party B agrees that Party A can arrange Party B to have compensated off day off in the same period, otherwise, Party B will pay overtime pay according to law. If Party B needs to work overtime, Party B shall apply to Party A for approval before Party B work, otherwise it will not be deemed as overtime work.

4Labor Reward

Article 6: Party A will determine the wage standard of Party B based on the principle of distribution according to work, and based on its actual conditions of the company and the position of Party B.

1.	The wage standard shall be determined according to the salary administration regulations formulated by Party A in accordance with law but the wage paid by Party A to Party B shall not be lower than the minimum wage standard announced by the local government for the year.
2.	Party A has the right to adjust the wage standard of Party B according to the change of Party B's job position and company's salary administration rules formulated in accordance with law.
3.	The composition of wages shall be composed of basic wages and performance-based wages.
4.	Party A will pay the full wage to Party B in the form of currency on around 10th of every month according to the monthly wage standard regulated by company. If it falls on holiday, the wage will be advanced one day or postponed to the end of the holiday.
5.	Basic Monthly Salary: RMB EIGHT thousand (eight thousand) RMB 8000.00.

5Insurance and Welfare Benefits

Article 7: The Parties shall pay social insurance premium and accumulated housing fund according to relevant national and Beijing regulations. Party A shall complete the relevant procedures for social insurance premium and accumulated housing fund for Party B and take corresponding social insurance premium.

Article 8 If Party B suffers from the disease or work-related injury, Party B's wages and medical insurance treatment shall be determined according to the national and local regulations.

2

Article 9: Party A shall provide Party B with the following insurance and other welfare:

Medical insurance, pension insurance, maternity insurance, work-related injury insurance, unemployment insurance and housing fund

6Labor discipline

Article 10: Party B shall abide by the administrative rules and regulations formulated by Party A, protect Party A's property, observe professional ethics, actively participate in the trainings organized by Party A to improve his/her ideological consciousness and professional skills, and fulfill his/her own job on schedule and quantity. Party B shall keep all trade secrets, intellectual property rights, company secrets and any other matters of Party A which should not be made public, otherwise, Party B shall bear the responsibility of compensation.

Article 11: Party B promises that he/she does not keep employment relation with any other employer at the time of signing this agreement, otherwise, Party B shall be solely responsible for any loss caused to other employer and has nothing to do with Party A. Provided that Party B violates labor discipline, Party A has the right to give him/her disciplinary punishment or administrative fine, up to terminate this contract.

7Amendment, Rescission, Termination and Renewal of Labor Contract

Article 12: When the laws, administrative regulations and rules, on which this contract is made change, the related contents of this contract should be changed.

Article 13: In event that the objective circumstances, based on which this contract is concluded, change significantly, which causes that this contract can not be performed, the contents of this contract can be amended with the agreement of both parties.

Article 14: This contract can be terminated based on the mutual agreement of the two parties.

Article 15: If Party B has one of the following behaviors, Party A has the right to immediately terminate this contract:

1.	Party B seriously breaches labor discipline or the rules and regulations of Party A;
2.	Party B causes material damages to the interests of Party A due to serious dereliction of duties or engagement in malpractices for selfish ends;
3.	Party B is prosecuted for criminal liability;
4.	If it is verified that the personal information provided by Party B to Party A is false, such information shall be deemed as a serious violation of company rules and regulations, including but not limited to: certificate of employment separation, certificate of identity, certificate of permanent residence registration, certificate of academic qualification, certificate of physical examination, past working experience, family members and major social relations.

3

Article 16: Party A shall have the right to terminate this contract in any of the following circumstances by giving a 30-day written notice to Party B:

1.	Party B suffers from a disease or non-work-related injury and is unable to take his/her original work or other work arranged by Party A after the expiration of his/her medical treatment period;
2.	Party B is not qualified for the work, despite further training or adjustment of position;
3.	The two parties fail to reach an agreement on alteration of the contract in accordance with Article 12 and 13 hereof.

Article 17: When Party A is carrying out legal reorganization on the edge of bankruptcy or encountering serious operational difficulties, after explaining the situation to all staff and listening to the opinions of staff, Party A may terminate this contract in light of economic considerations.

Article 18: If Party B has any of the following behaviors, Party A shall not terminate or terminate this contract in accordance with Article 16 and 17 hereof:

1.	Party B has any disease or work-related injury, and is in the specified medical period;
2.	Female staff involved in pregnancy, confinement or lactation.

Article 19: Party B shall give Party A a written notice thirty days in advance to terminate this contract.

Article 20: Party B may at any time inform Party A to terminate this contract in any of the following cases:

1.	Party B forces Party B to work with such means as violation or threat;
2.	Party A is unable to pay remuneration or provide working conditions in accordance with its contract;

Article 21: Party A shall do the transfer of social insurance file within fifteen days after the termination or rescission of the contract.

Article 22: Party B shall do the transfer of the job in accordance with the regulations.

Article 23: Upon the expiration of the term of this contract, both parties may renew it if mutually agreed.

8Economic Compensation and Indemnification

Article 24: Party A shall pay Party B an economic compensation to Party B's average monthly salary of the 12 months prior to the termination of the contract for each one year service, but the total compensation shall not exceed 12 months, based on the length of service for Party B:

4

1.	Party A terminates the contract through unanimous negotiations between the two parties;
2.	Party A shall terminate the contract for Party B who is not competent for the job, despite further training or adjustment of positions;

Article 25: Party A shall pay Party B economic compensation to Party A of the average monthly salary of the 12 months prior to the termination of the contract for each one year service according to the term of service for one of the following situations:

1.	Party B suffers from a disease or non-work-related injury, and is confirmed by the Labor Appraisal Committee as unable to take up the original work or other work arranged by Party A, and terminates the contract;
2.	Party A terminates the contract because major changes have occurred in objective circumstances for concluding the contract, which caused that the contract can not be fulfilled, and the parties cannot reach an agreement for alteration through negotiation;
3.	Party A is carrying out legal reorganization on the verge of bankruptcy or encountering serious difficulties and having to cut down personnel;

Article 26: If Party B rescinds the labor contract by violating the conditions stated in this contract or breaches the stipulation of the contract to keep the business secrets confidential, and causes economic loss to Party A, Party B shall pay compensation based on the extent of loss.

Article 27: If the contract is terminated by Party B, all the personnel provided by Party A for training shall be paid to Party A the pro rata amount of training expenses and cost of tooling specially made by Party A.

9Settlement of labor disputes

Article 28: if a labor dispute arises in the performance of this contract, the parties involved can apply to Party A for mediation. If the mediation fails and Party B requests for arbitration, he/she should appeal to the Labor Dispute Arbitration Committee for arbitration within sixty days of the dispute. Party B may also directly appeal to the Labor Dispute Arbitration Committee for arbitration. If either party disagrees with the arbitration award of the contract, it may file a suit at the People's Court.

Article 29: anything leftover or future in this contract which conflict with the national and local regulation will abide by the relevant regulation.

Article 30: This contract is made in duplicate. Party A and Party B shall keep one copy each.

5

Party A (sealed)	Party B (signed):	/s/ Wang Jun
Date: 2020 December 1

6

EX-10.2

EXHIBIT 10.2

CERTAIN PERSONALLY IDENTIFIABLE INFORMATION CONTAINED

IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED.

Labor Contract

Party A: Yubo International Biotech (Beijing) Limited.

Legal Representative: Jun Wang

Business Address: Room 108, Building 6, No. 31, Xishiku Street, Xicheng District, Beijing

Party B: Yang Wang

Chinese Identification No.: [***********] Tel: [***********]

Residence Address: [***********]

Party A and Party B shall comply with the Labor Contract Law of the People's Republic of China and other relevant laws and regulations. Party A and Party B enter into this Contract on the basis of equality, voluntariness, fairness and justice, consensus and honesty and trustworthiness.

1.Term of Labor Contract

Article 1: The fixed term of this Contract is from October 10, 2020 to October 9, 2021.

2.Job Contents

Article 2: Party B agrees to serve as the president (type of work) based on the work needs of Party A. Based on its work needs and production and operation status, Party A can change Party B's job position and type of work based on its work needs and production and operation status.

Party B shall be responsible for the daily operation management of the Company, organize the implementation of business plans and investment plans for the Company, coordinate, inspect and supervise the management work of various departments, fully implement the related resolutions and decisions of the board of directors, and fulfill the various indicators set by the board of directors.

The specific standards of assessment for Party B's position shall be implemented according to overall plan of the Company.

Article 3: Party B shall complete the required quantity of work and reach the required quality standard as per the lawful requirements of Party A.

1

3.Labor Protection and Working Conditions

Article 4: Party A arranges Party B to implement the fixed working hour system.

Party A arranges Party B to work 8 hours a day, and 40 hours a week on average. Party A shall ensure Party B has at least one off day each week. If Party A needs to extend Party B's working hours, the extension of working hours should not exceed 3 hours a day, and should not exceed 36 hours a month under the condition that Party B is healthy. Specific working hours shall be arranged by Party A according to its operation need, and Party B shall obey.

Article 5: If Party A arranges Party B to work overtime, Party B agrees that Party A can arrange Party B to have compensated off day off in the same period, otherwise, Party B will pay overtime pay according to law. If Party B needs to work overtime, Party B shall apply to Party A for approval before Party B work, otherwise it will not be deemed as overtime work.

4.Labor Reward

Article 6: Party A shall, in accordance with the provisions of laws and regulations, determine the wage standard of Party B based on the principle of distribution according to work, and based on its actual conditions of Party A and the position of Party B.

1.	The wage standard shall be determined according to the salary administration regulations formulated by Party A in accordance with law but the wage paid by Party A to Party B shall not be lower than the minimum wage standard announced by the local government for the year.
2.	Party A has the right to adjust the wage standard of Party B according to the change of Party B's job position and company's salary administration rules formulated in accordance with law.
3.	The composition of wages shall be composed of basic wages and performance-based wages.
4.	Party A will pay the full wage to Party B in the form of currency on around 10th of every month according to the monthly wage standard regulated by company. If it falls on holiday, the wage will be advanced one day or postponed to the end of the holiday.
5.	Monthly Basic Salary_RMB8800 (Eight Thousand Eight Hundred Yuan)_

5.Insurance and Welfare Benefits

Article 7: The Parties shall pay social insurance premium and accumulated housing fund according to relevant national and Beijing regulations. Party A shall complete the relevant procedures for social insurance premium and accumulated housing fund for Party B and assume the corresponding social insurance and other obligations.

Article 8: If Party B suffers from the disease or work-related injury, Party B's wages and medical insurance treatment shall be determined according to the national and local regulations.

2

Article 9: Party A shall provide Party B with the following insurance and other welfare:

Medical insurance, pension insurance, maternity insurance, work-related injury insurance, unemployment insurance and housing fund

6.Labor discipline

Article 10: Party B shall abide by the administrative rules and regulations formulated by Party A, protect Party A's property, observe professional ethics, actively participate in the trainings organized by Party A to improve his/her ideological consciousness and professional skills, and fulfill his/her own job on schedule and quantity. Party B shall keep all trade secrets, intellectual property rights, company secrets and any other matters of Party A which should not be made public, otherwise, Party B shall bear the responsibility of compensation if it causes losses to Party A.

Article 11: Party B promises that he/she does not keep employment relation with any other employer at the time of signing this Contract, otherwise, Party B shall be solely responsible for any loss caused to other employer and has nothing to do with Party A. Provided that Party B violates labor discipline, Party A has the right to give him/her disciplinary punishment or administrative fine, up to terminate this contract.

7.Amendment, Rescission, Termination and Renewal of Labor Contract

Article 12: When the laws, administrative regulations and rules, on which this contract is made change, the related contents of this contract should be changed.

Article 13: In event that the objective circumstances, based on which this contract is concluded, change significantly, which causes that this contract can not be performed, the contents of this contract can be amended with the agreement of both parties.

Article 14: This contract can be terminated based on the mutual agreement of the two parties.

Article 15: If Party B has one of the following behaviors, Party A has the right to immediately terminate this contract:

1.	Party B seriously breaches labor discipline or the rules and regulations of Party A;
2.	Party B causes material damages to the interests of Party A due to serious dereliction of duties or engagement in malpractices for selfish ends;
3.	Party B is prosecuted for criminal liability;
4.	If it is verified that the personal information provided by Party B to Party A is false, such provision of false information is deemed as a serious violation of company rules and regulations, including but not limited to: certificate of employment separation, certificate of identity, certificate of permanent residence registration, certificate of academic qualification, certificate of physical examination, past working experience, family members and major social relations.

3

Article 16: Party A shall have the right to terminate this contract in any of the following circumstances by giving a 30-day prior written notice to Party B:

1.	Party B suffers from a disease or non-work-related injury and is unable to take his/her original work or other work arranged by Party A after the expiration of his/her medical treatment period;
2.	Party B is not qualified for the work, despite further training or adjustment of position;
3.	The two parties fail to reach an agreement on alteration of the contract in accordance with Article 12 and 13 hereof.

Article 17: When Party A is carrying out legal reorganization on the edge of bankruptcy or encountering serious operational difficulties, after explaining the situation to all staff and listening to the opinions of staff, Party A may terminate this contract in light of economic layoffs.

Article 18: If Party B has any of the following behaviors, Party A shall not terminate or terminate this contract in accordance with Article 16 and 17 hereof:

1.	Party B has any disease or work-related injury, and is in the specified medical period;
2.	Female staff involved in pregnancy, confinement or lactation.

Article 19: Party B shall give Party A a written notice thirty days in advance to terminate this contract.

Article 20: Party B may at any time inform Party A to terminate this contract in any of the following cases:

1.	Party B forces Party B to work with such means as violation or threat or unlawful restriction of personal freedom;
2.	Party A is unable to pay remuneration or provide working conditions in accordance with its contract;

Article 21: Party A shall do the transfer of social insurance file within fifteen days after the termination of the contract.

Article 22: Party B shall do the work handover in accordance with the regulations.

Article 23: Upon the expiration of the term of this contract, both parties may renew it if mutually agreed.

4

8.Economic Compensation and Indemnification

Article 24: In case of any of the following circumstances, Party A shall pay Party B an economic compensation in accordance with Party B's average monthly salary of the 12 months prior to the termination of the contract for each one year service, but the total compensation shall not exceed 12 months, based on the length of service of Party B in Party A:

1.	Party A terminates the contract through unanimous negotiations between the two parties;
2.	Party A shall terminate the contract for Party B who is not competent for the job, despite further training or adjustment of positions;

Article 25: In case of any of the following circumstances, Party A shall pay Party B economic compensation in accordance with Party B's average monthly salary of the 12 months prior to the termination of the contract for each one year service according to the term of service:

1.	Party B suffers from a disease or non-work-related injury, and is confirmed by the Labor Appraisal Committee as unable to take up the original work or other work arranged by Party A, and terminates the contract;
2.	Party A terminates the contract because major changes have occurred in objective circumstances for concluding the contract, which caused that the contract can not be fulfilled, and the parties cannot reach an agreement for alteration through negotiation;
3.	Party A is carrying out legal reorganization on the verge of bankruptcy or encountering serious difficulties and having to cut down personnel;

Article 26: If Party B rescinds the labor contract by violating the conditions stated in this contract or breaches the stipulation of the contract to keep the business secrets confidential, and causes economic loss to Party A, Party B shall pay compensation based on the extent of loss.

Article 27: If the contract is terminated by Party B, all the personnel provided by Party A for training shall be paid to Party A the pro rata amount of training expenses and cost of tooling specially made by Party A for Party B.

9.Settlement of labor disputes

Article 28: if a labor dispute arises in the performance of this contract, the parties involved can apply to Party A for mediation. If the mediation fails and Party B requests for arbitration, he/she should appeal to the Labor Dispute Arbitration Committee for arbitration within sixty days of the dispute. Party B may also directly appeal to the Labor Dispute Arbitration Committee for arbitration. If either party disagrees with the arbitration award, it may file a suit at the People's Court.

Article 29: Matters not covered in this contract or in the future contrary to the relevant national and local regulations shall be subject to the relevant provisions

Article 30: This contract is made in duplicate. Party A and Party B shall keep one copy each.

5

Party A (seal)	Party B (sign):	Wang Yang
Date: 2020.10.10	Date: 2020.10.10

6

EX-10.3

EXHIBIT 10.3

CERTAIN PERSONALLY IDENTIFIABLE INFORMATION CONTAINED

IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED.

Labor Contract

Party A: Yubo International Biotech (Beijing) Limited.

Legal Representative: Jun Wang

Business Address: Room 108, Building 6, No. 31, Xishiku Street, Xicheng District, Beijing

Party B: Lina Liu

Chinese Identification No.: [***********] Tel: [***********]

Residence Address: [***********]

Party A and Party B shall comply with the Labor Contract Law of the People's Republic of China and other relevant laws and regulations. Party A and Party B enter into this Contract on the basis of equality, voluntariness, fairness and justice, consensus and honesty and trustworthiness.

1.Term of Labor Contract

Article 1: The fixed term of this Contract is from October 10, 2020 to October 9, 2021.

2.Job Contents

Article 2: Party B agrees to serve as the post (type of work) of CFO based on the work needs of Party A. Based on its work needs and production and operation status, Party A can change Party B's job position and type of work through consultation with Party B.

Party B's job duties are: fully responsible for managing the financial and accounting of the Company, examining, approving and supervising the financial plans and capital conditions of the Company, and handling the financing and related capital flows of the Company. Review and guide the accounts of the Company. Review the Company's significant operational, investment and financing plans and contracts as well as the asset and debt restructuring plans of the Company. Provide financial analysis and participate in final decision-making and implementation of the Company's significant business plans and investment projects. Inspect the legality, authenticity and validity of the financial and accounting activities and relevant business activities of the Company in accordance with laws.

The specific standards of assessment for Party B's position shall be implemented according to overall plan of the Company.

1

Article 3: Party B shall complete the required quantity of work and reach the required quality standard as per the lawful requirements of Party A.

3.Labor Protection and Working Conditions

Article 4: Party A arranges Party B to implement the fixed working hour system. Party A arranges Party B to work 8 hours a day, and 40 hours a week on average. Party A shall ensure Party B has at least one off day each week. If Party A needs to extend Party B's working hours, the extension of working hours should not exceed 3 hours a day, and should not exceed 36 hours a month under the condition that Party B is healthy. Specific working hours shall be arranged by Party A according to its operation need, and Party B shall obey.

Article 5: If Party A arranges Party B to work overtime, Party B agrees that Party A can arrange Party B to have compensated off day off in the same period, otherwise, Party B will pay overtime pay according to law. If Party B needs to work overtime, Party B shall apply to Party A for approval before Party B work, otherwise it will not be deemed as overtime work.

4.Labor Reward

Article 6: Party A shall, in accordance with the provisions of laws and regulations, determine the wage standard of Party B based on the principle of distribution according to work, and based on its actual conditions of Party A and the position of Party B.

1.	The wage standard shall be determined according to the salary administration regulations formulated by Party A in accordance with law but the wage paid by Party A to Party B shall not be lower than the minimum wage standard announced by the local government for the year.
2.	Party A has the right to adjust the wage standard of Party B according to the change of Party B's job position and company's salary administration rules formulated in accordance with law.
3.	The composition of wages shall be composed of basic wages and performance-based wages.
4.	Party A will pay the full wage to Party B in the form of currency on around 10th of every month according to the monthly wage standard regulated by company. If it falls on holiday, the wage will be advanced one day or postponed to the end of the holiday.
5.	Monthly Basic Salary_RMB8000 (Eight Thousand Yuan)__

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5.Insurance and Welfare Benefits

Article 7: The Parties shall pay social insurance premium and accumulated housing fund according to relevant national and Beijing regulations. Party A shall complete the relevant procedures for social insurance premium and accumulated housing fund for Party B and assume the corresponding social insurance and other obligations.

Article 8: If Party B suffers from the disease or work-related injury, Party B's wages and medical insurance treatment shall be determined according to the national and local regulations.

Article 9: Party A shall provide Party B with the following insurance and other welfare:

Medical insurance, pension insurance, maternity insurance, work-related injury insurance, unemployment insurance and housing fund

6.Labor discipline

Article 10: Party B shall abide by the administrative rules and regulations formulated by Party A, protect Party A's property, observe professional ethics, actively participate in the trainings organized by Party A to improve his/her ideological consciousness and professional skills, and fulfill his/her own job on schedule and quantity. Party B shall keep all trade secrets, intellectual property rights, company secrets and any other matters of Party A which should not be made public, otherwise, Party B shall bear the responsibility of compensation if it causes losses to Party A.

Article 11: Party B promises that he/she does not keep employment relation with any other employer at the time of signing this Contract, otherwise, Party B shall be solely responsible for any loss caused to other employer and has nothing to do with Party A. Provided that Party B violates labor discipline, Party A has the right to give him/her disciplinary punishment or administrative fine, up to terminate this contract.

7.Amendment, Rescission, Termination and Renewal of Labor Contract

Article 12: When the laws, administrative regulations and rules, on which this contract is made change, the related contents of this contract should be changed.

Article 13: In event that the objective circumstances, based on which this contract is concluded, change significantly, which causes that this contract can not be performed, the contents of this contract can be amended with the agreement of both parties.

Article 14: This contract can be terminated based on the mutual agreement of the two parties.

Article 15: If Party B has one of the following behaviors, Party A has the right to immediately terminate this contract:

1.	Party B seriously breaches labor discipline or the rules and regulations of Party A;
2.	Party B causes material damages to the interests of Party A due to serious dereliction of duties or engagement in malpractices for selfish ends;

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3.

Party B is prosecuted for criminal liability;

4.

If it is verified that the personal information provided by Party B to Party A is false, such provision of false information is deemed as a serious violation of company rules and regulations, including but not limited to: certificate of employment separation, certificate of identity, certificate of permanent residence registration, certificate of academic qualification, certificate of physical examination, past working experience, family members and major social relations.

Article 16: Party A shall have the right to terminate this contract in any of the following circumstances by giving a 30-day prior written notice to Party B:

1.	Party B suffers from a disease or non-work-related injury and is unable to take his/her original work or other work arranged by Party A after the expiration of his/her medical treatment period;
2.	Party B is not qualified for the work, despite further training or adjustment of position;
3.	The two parties fail to reach an agreement on alteration of the contract in accordance with Article 12 and 13 hereof.

Article 17: When Party A is carrying out legal reorganization on the edge of bankruptcy or encountering serious operational difficulties, after explaining the situation to all staff and listening to the opinions of staff, Party A may terminate this contract in light of economic layoffs.

Article 18: If Party B has any of the following behaviors, Party A shall not terminate this contract in accordance with Article 16 and 17 hereof:

1.	Party B has any disease or work-related injury, and is in the specified medical period;
2.	Female staff involved in pregnancy, confinement or lactation.

Article 19: Party B shall give Party A a written notice thirty days in advance to terminate this contract.

Article 20: Party B may at any time inform Party A to terminate this contract in any of the following cases:

1.	Party B forces Party B to work with such means as violation or threat or unlawful restriction of personal freedom;
2.	Party A is unable to pay remuneration or provide working conditions in accordance with its contract;

Article 21: Party A shall do the transfer of social insurance file within fifteen days after the termination of the contract.

Article 22: Party B shall do the work handover in accordance with the regulations.

Article 23: Upon the expiration of the term of this contract, both parties may renew it if mutually agreed.

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8.Economic Compensation and Indemnification

Article 24: In case of any of the following circumstances, Party A shall pay Party B an economic compensation in accordance with Party B's average monthly salary of the 12 months prior to the termination of the contract for each one year service, but the total compensation shall not exceed 12 months, based on the length of service of Party B in Party A:

1.	Party A terminates the contract through unanimous negotiations between the two parties;
2.	Party A shall terminate the contract for Party B who is not competent for the job, despite further training or adjustment of positions;

Article 25: In case of any of the following circumstances, Party A shall pay Party B economic compensation in accordance with Party B's average monthly salary of the 12 months prior to the termination of the contract for each one year service according to the term of service:

1.	Party B suffers from a disease or non-work-related injury, and is confirmed by the Labor Appraisal Committee as unable to take up the original work or other work arranged by Party A, and terminates the contract;
2.	Party A terminates the contract because major changes have occurred in objective circumstances for concluding the contract, which caused that the contract can not be fulfilled, and the parties cannot reach an agreement for alteration through negotiation;
3.	Party A is carrying out legal reorganization on the verge of bankruptcy or encountering serious difficulties and having to cut down personnel;

Article 26: If Party B rescinds the labor contract by violating the conditions stated in this contract or breaches the stipulation of the contract to keep the business secrets confidential, and causes economic loss to Party A, Party B shall pay compensation based on the extent of loss.

Article 27: If the contract is terminated by Party B, all the personnel provided by Party A for training shall be paid to Party A the pro rata amount of training expenses and cost of tooling specially made by Party A for Party B.

9.Settlement of labor disputes

Article 28: if a labor dispute arises in the performance of this contract, the parties involved can apply to Party A for mediation. If the mediation fails and Party B requests for arbitration, he/she should appeal to the Labor Dispute Arbitration Committee for arbitration within sixty days of the dispute. Party B may also directly appeal to the Labor Dispute Arbitration Committee for arbitration. If either party disagrees with the arbitration award, it may file a suit at the People's Court.

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Article 29: Matters not covered in this contract or in the future contrary to the relevant national and local regulations shall be subject to the relevant provisions.

Article 30: This contract is made in duplicate. Party A and Party B shall keep one copy each.

Party A (seal)	Party B (sign): Liu Lina
Date:2020.10.10	Date: 2020.10.10

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EX-10.4

  EXHIBIT 10.4

CERTAIN PERSONALLY IDENTIFIABLE INFORMATION CONTAINED

IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED.

Equity Pledge Agreement

This Equity Pledge Agreement (this “Agreement”) has been executed by and among the following parties on September 11, 2020 in Beijing:

Party A: Yubo International Biotech (Chengdu) Limited. (the “Pledgee”)

Registered Address: 1201, 12 / F, unit 1, building 2, 368 Tianfu Second Street, Chengdu hi tech Zone

Party B 1: Wang Jun

Chinese Identification Card No.: [************]

Party B 2: Wang Yang

Chinese Identification Card No.: [************]

Party B 3: Beijing Zhenxigu Medical Research Center (L.P.)

Registered Address: Room 301, Building 23, No. 31, Xishiku Avenue, Xicheng District, Beijing

Party B 4: Beijing Borong Hongtai Asset Management Center (L.P.)

Registered Address: Room 601-273, No. 99, Yanmi Road, Xitian Gezhuang Town, Miyun District, Beijing

Party B 5: Platinum Health Management (Tianjin) Center (L.P.)

Registered Address: 217-43, Xinzhuang Economic Service Center, No. 818, Jingu Road, Xinzhuang Creative Industry Park, Xinzhuang Town, Jinnan District, Tianjin

(Party B 1, Party B 2, Party B 3, Party B 4 and Party B 5 are collectively referred to as “Party B” or the “Pledgors”.)

Party C: Platinum International Biotechnology (Beijing) Co., Ltd.

Registered Address: Room 108, Building 6, No. 31, Xishiku Avenue, Xicheng District, Beijing

In this Agreement, each of Pledgee, Pledgors and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”.

WHEREAS:

1.	Pledgors collectively own 100% of the equity interest in Party C;
2.	Party C acknowledges the respective rights and obligations of the Pledgors and the Pledgee under this Agreement and agrees to provide any necessary assistance in registering the Pledge Right as defined below;
3.	To ensure that Party C and the Pledgors fully perform their obligations under the Transaction Documents (as defined below), the Pledgors hereby pledge to the Pledgee all of the equity interest they hold in Party C as pledge guarantee for Party C's and the Pledgors' performance of the Transaction Documents.
1.	Definitions
	Unless otherwise provided herein, the following terms shall have the following meanings:
1.1	“Pledge Right” means the guarantee interest granted by the Pledgors to the Pledgee in accordance with Article 2 of this Agreement, i.e., the right of the Pledgee to be compensated in a preferential way with the proceeds from the conversion, auction or sale of the Equity Interest.
1.2	“Equity Interest” means all of the equity interest in Party C lawfully held now and acquired hereafter by the Pledgors.
1.3	“Term of Pledge” means the term set forth in Article 3 hereof.
1.4	“Transaction Documents” shall mean the Exclusive Consulting Service Agreement executed by and between Party C and the Pledgee on September 11, 2020 (the “Consulting Service Agreement”), the Exclusive Option Agreement executed by and among Party C, the Pledgee and the Pledgors on September 11, 2020 (the “Exclusive Option Agreement”), and Entrustment Agreement executed on September 11, 2020 with the Pledgors (the “Entrustment Agreement”) and any modification, amendment and restatement to the aforementioned documents.
1.5	“Secured Indebtedness” means all direct, indirect and derivative losses and losses of foreseeable profits suffered by the Pledgee as a result of any Event of Default of the Pledgors and/or Party C or invalidity, cancellation or rescission of any Transaction Document. The basis for the amounts of such losses shall include, but not be limited to, the reasonable business plans and profit forecasts of the Pledgee, the service fees payable by Party C under the Consulting Service Agreement, all expenses incurred by the Pledgee in connection with its enforcement of the Pledgors' and/or Party C's obligations hereunder.

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1.6	“Event of Default” means any of the circumstances set forth in Article 7 hereof.
1.7	“Notice of Default” means the notice given by the Pledgee in accordance with this Agreement declaring an Event of Default.
2.	Pledge
2.1	The Pledgors hereby pledge their 100% Equity Interest in Party C by them to the Pledgee by means of first priority pledge as guarantee for the repayment of the Secured Indebtedness. For the avoidance of doubt, the pledged property shall be all of the equity interest in Party C held by the Pledgors, representing RMB 10,000,000.00 of registered capital.
2.2	If any of the following events (each an “Event of Settlement”) occurs, the value of the Secured Indebtedness shall be determined based on the total amount of the Secured Indebtedness that are due, outstanding and payable to the Pledgee immediately prior to or on the date of occurrence of the Event of Settlement (the “Determined Indebtedness”):

(a)	The Consulting Service Agreement expires or is terminated in accordance with the relevant provisions thereunder;
(b)	The occurrence and failure to resolve an Event of Default set forth in Article 7 hereof, as a result of which the Pledgee gives a Notice of Default to the relevant Pledgor(s) in accordance with Article 7.3;
(c)	Upon due inquiry, the Pledgee reasonably determines that the Pledgors and/or Party C is insolvent or could potentially be made insolvent; or
(d)	Any other event that requires the determination of the Secured Indebtedness in accordance with the relevant laws of the PRC.

2.3	For the avoidance of doubt, the date on which an Event of Settlement occurs shall be the settlement date (the “Settlement Date”). The Pledgee shall have the right, at its option, to realize the Pledge Right in accordance with Article 8 on or after the Settlement Date.
2.4	During the Term of Pledge (as defined below), the Pledgee is entitled to receive any dividends or other distributable benefits with respect to the Equity Interest. Without the Pledgee's prior written consent, the Pledgors shall not receive dividends distributed on the Equity Interest.
2.5	The Pledgors may subscribe for capital increase in Party C with the prior written consent of the Pledgee. Any equity interest obtained by the Pledgors as a result of any capital increase in Party C by them shall also be deemed as Equity Interest.

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3.	Term of Pledge
3.1	The Pledge shall become effective as of the date on which it is registered with the market supervision and administration authority (the “Registration Authority”) in the locality of Party C, and the term of the Pledge (the “Term of Pledge”) shall terminate until the obligation secured by the Pledge has been fully repaid or performed. The Parties agree that after the execution of this Agreement, they shall use their best efforts to submit an application for the creation and registration of pledge to the Registration Authority in accordance with the Measures for the Registration of Equity Pledge with the Administrative Authorities for Industry and Commerce, at the earliest date of the procedures prescribed by the Registration Authority.
3.2	During the Term of Pledge, in the event Party C fails to perform its obligations in accordance with the Transaction Documents, the Pledgee shall have the right, but not the obligation, to dispose of the Pledge in accordance with the provisions of this Agreement.
3.3	The Pledgors and Party C shall promptly record the pledge of the Equity Interest contemplated herein in the shareholders' register of Party C upon the execution of this Agreement.
4.	Custody of Equity Interest Records subject to the Pledge
4.1	During the Term of Pledge set forth in this Agreement, the Pledgors shall deliver to the Pledgee's custody the original of investment certificate and the original of shareholders' register recording the Pledge (and other documents reasonably requested by the Pledgee, including, without limitation, the Pledge Registration Notice issued by the market supervision and administration authority) as soon as possible from the date on which the Pledge is registered and created. The Pledgee shall have custody of such documents during the entire Term of Pledge set forth in this Agreement.
4.2	During the Term of Pledge, the Pledgee shall be entitled to collect dividends generated by the Equity Interest.
5.	Representations and Warranties of Each Pledgor and Party C
	The Pledgors hereby represent and warrant to the Pledgee as follows:
5.1	The Pledgors are the sole legal and beneficial owners of the Equity Interest and shall have lawful, good and full ownership of the Equity Interest, unless subject to the agreements otherwise executed by and between the Pledgors and the Pledgee.
5.2	The Pledgors shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions of this Agreement.
5.3	Except for the Pledge Right, the Pledgors have created no security interest or other encumbrance on the Equity Interest, and the ownership of the Equity Interest is not disputed, or subject to attachment or other legal proceedings, or similar threatened action, in which the Equity Interest may be used for pledge and transfer in accordance with applicable laws.

EQUITY PLEDGE AGREEMENT

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5.4	The Pledgors' execution of this Agreement and exercise of their rights hereunder or performance of their obligations hereunder will not violate any laws or regulations, any agreements or contracts to which the Pledgors are a party, or any covenants made by the Pledgors to any third party.
5.5	All documents, information, statements and certificates provided by the Pledgors to the Pledgee are accurate, true, complete and valid.
5.6	The Pledgors hereby warrant to the Pledgee that the above mentioned representations and warranties shall remain true and correct and be fully complied with under any circumstances at any time prior to the full performance of the obligations hereunder or the full repayment of the Secured Indebtedness.
	Party C represents and warrants to the Pledgee as follows:
5.7	Party C is a limited liability company registered, incorporated and lawfully existing under the laws of the PRC with independent legal person status; it has full and independent civil and legal capacity to execute, deliver and perform this Agreement.
5.8	Upon due execution of this Agreement by Party C, the legal and valid obligations binding on Party A is hereby constituted.
5.9	Party C has full internal right and authority to execute and deliver this Agreement and all other documents relating to the transactions contemplated hereby, and has full right and authority to consummate the transactions contemplated hereby.
5.10	There is no material security interest or other encumbrance on the assets owned by Party C, which may affect the rights and interests of the Pledgee in the Equity Interest.
5.11	There are no pending or, to the knowledge of Party C, threatened litigation, arbitration or other legal proceedings before any court or arbitral tribunal with respect to the Equity Interest, Party C or its assets, nor are there pending or, to the knowledge of Party C, threatened administrative procedures or penalty before any governmental or administrative authority with respect to the Equity Interest, Party C or its assets, which will have material or adverse effect on the economic condition of Party C or the Pledgors' ability to perform their obligations and guarantee liability hereunder.
5.12	Party C hereby agrees to bear joint and several liability to the Pledgee for all or any of the Pledgors made hereunder.
5.13	Party C hereby warrants to the Pledgee that the foregoing representations and warranties will remain true and correct and be fully complied with under any circumstances at any time prior to full performance of the obligations hereof or full satisfaction of the Secured Indebtedness.

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6.	Covenants and Further Agreements of the Pledgors and Party C
	The Pledgors covenant and further agree as follows:
6.1	During the validity term of this Agreement, the Pledgors hereby covenant to the Pledgee that:

6.1.1	Except for the performance of the Exclusive Option Agreement executed by the Pledgors, the Pledgee and Party C on September 11, 2020, without the prior written consent of the Pledgee, the Pledgors shall not transfer, or agree to others' transfer of, all or any part of the Equity Interest, create or permit to be created any security interest or other encumbrance which may affect the rights and interests of the Pledgee in the Equity Interest;
6.1.2	The Pledgors shall comply with all laws and regulations applicable to the pledge of rights, show any notice, order or recommendation issued or prepared by relevant competent authorities (or any other relevant authority) in connection with the Pledge Right to the Pledgee within five (5) days after the receipt of the same, and comply with such notice, order or recommendation, or make objections and representations with respect to such matters as reasonably requested by the Pledgee or upon approval of the Pledgee;
6.1.3	The Pledgors shall promptly notify the Pledgee of any event or notice received by the Pledgors which may have effect on the Pledgee's rights in the Equity Interest or any portion thereof, together with any event or notice received by the Pledgors which may have effect on any warranty and other obligations of the Pledgors arising out of this Agreement.

6.2

The Pledgors agree that the Pledge Right acquired by the Pledgee in accordance with this Agreement shall not be suspended or prejudiced by the Pledgors or any of their successors or representatives or any other person through legal proceedings.

6.3

To protect or perfect the security interest granted hereby, including the payment of the consulting and services fees under the Consulting Service Agreement and the performance of the Transaction Documents, the Pledgors hereby covenant to execute in good faith and cause other parties who have interest in the Pledge Right to execute all certificates, agreements, deeds and/or covenants requested by the Pledgee. The Pledgors further covenant to take and cause other parties who have interest in the Pledge Right to take actions requested by the Pledgee, facilitate the exercise by the Pledgee of the rights and authority granted by this Agreement, and enter into all relevant documents regarding the ownership of the Equity Interest with the Pledgee or its designees (natural persons/legal persons). The Pledgors covenant to provide the Pledgee with all notices, orders and decisions requested by the Pledgee in connection with the Pledge Right within a reasonable period.

EQUITY PLEDGE AGREEMENT

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6.4	The Pledgors hereby covenant to the Pledgee that they will comply with and perform all warranties, covenants, agreements, representations and conditions hereunder. In the event of failure or failure of full performance of their warranties, covenants, agreements, representations and conditions, the Pledgors shall indemnify the Pledgee for all losses caused thereby.
6.5	If any compulsory measures are imposed on the Equity Interest pledged hereunder by court or other governmental authorities due to any reason, the Pledgors shall use all endeavors, including, without limitation, provision of other warranties to the court or adoption of other measures, to release such compulsory measures taken by court or other authorities with respect to the Equity Interest.
6.6	Without the prior written consent of the Pledgee, the Pledgors and/or Party C shall not (or assist others to) increase, decrease or transfer the registered capital of Party C (or amount of capital contribution to Party C) or create any encumbrance thereon (including the Equity Interest).
6.7	Unless the Pledgee gives prior written instructions to the contrary, the Pledgors and/or Party C agree that if all or any part of the equities are transferred between the Pledgors and any third party (the “Equity Transferee”) in violation of this Agreement, the Pledgors and/or Party C shall ensure that the Equity Transferee shall unconditionally acknowledge the Pledge Right and complete necessary pledge change registration formalities (including, without limitation, execution of relevant documents) to procure the existence of the Pledge Right.
	Party C covenants and further agrees as follows:
6.8	If the execution and performance hereof and the Equity Pledge hereunder require consent, permit, waiver or authorization of any third party or approval, permit or exemption of any governmental authority or completion of registration or filing formalities with any governmental authority (if required by law), Party C will endeavor to assist in obtaining and keeping them fully valid during the validity term hereof.
6.9	Without the prior written consent of the Pledgee, Party C shall not assist or permit the Pledgors to create any new pledge or grant any other security interest on the Equity Interest, nor shall it assist or permit the Pledgors to transfer the Equity Interest.
6.10	Without the prior written consent of the Pledgee, Party C shall not transfer its assets, create or permit to be created any security interest or other encumbrance on its assets which may affect the rights and interests of the Pledgee in the Equity Interest.

EQUITY PLEDGE AGREEMENT

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6.11	If there is any lawsuit, arbitration or other claims likely to have adverse effect on Party C, the Equity Interest or the interests of the Pledgee under the Transaction Documents and this Agreement, Party C warrants that it will notify the Pledgee in writing as soon as possible without delay and take all necessary measures as reasonably requested by the Pledgee to ensure the Pledgee's pledge interests in the Equity Interest.
6.12	Party C will not do or permit any act or action likely to have adverse effect on the interests of the Pledgee under the Transaction Documents and this Agreement.
6.13	Party C warrants that it will take all necessary measures and execute all necessary documents as reasonably requested by the Pledgee to ensure the Pledgee's pledge interests in the Equity Interest together with the exercise and realization by the Pledgee of such interests.
6.14	If the exercise of the Pledge Right hereunder results in the transfer of any Equity Interest, Party C warrants that it will take all measures to complete such transfer.
7.	Event of Breach
7.1	Any violation by either Party hereto of any of its obligations hereunder shall be deemed as an Event of Default.
7.2	Upon knowledge or discovery of any circumstance set forth in Article 7.1 or the occurrence of any event that may lead to such circumstance, the Pledgors shall promptly notify the Pledgee in writing accordingly.
7.3	Unless an Event of Default set forth in this Article 7.1 has been successfully resolved to the Pledgee within thirty (30) days after the date of notice from the Pledgee, the Pledgee may give a Notice of Default to the Pledgors when an Event of Default occurs or at any time after the occurrence of an Event of Default, requesting the Pledgor to exercise of the Pledge Right in accordance with the provisions of Article 8 of this Agreement.
8.	Exercise of Pledge Right
8.1	The Pledgee shall issue a Notice of Default to the Pledgors when it exercises the Pledge Right.
8.2	Subject to the provisions of Article 7.3, the Pledgee may exercise the right to enforce the Pledge Right at any time after the issuance of the Notice of Default in accordance with Article 8.1. Once the Pledgee elects to enforce the Pledge Right, the Pledgors shall have no rights or interests in the Equity Interest.

EQUITY PLEDGE AGREEMENT

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8.3	In the event of default, to the extent permitted, and in accordance with applicable laws, the Pledgee has the right to dispose of the pledged Equity Interest in accordance with law. After all the monies received by the Pledgee from the exercise of the Pledge Right are satisfied for paying off the Secured Indebtedness, the remaining amount shall be paid to the Pledgors or the persons entitled to it (without any interest accrued thereon).
8.4	The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgors or Party C shall not raise any objectionto such exercise.
8.5	When the Pledgee disposes of the Pledge Right in accordance with this Agreement, the Pledgors and Party C shall provide necessary assistance so that the Pledgee can enforce the Pledge Right in accordance with this Agreement.
8.6	All out-of-pocket expenses, taxes and all legal costs relating to the creation of the Pledge and the realization of the Pledgee's rights hereunder shall be borne by the Pledgors, except for those borne by the Pledgee in accordance with laws.
9.	Assignment
9.1	Without the prior written consent of the Pledgee, the Pledgors shall not assign or delegate their rights and obligations under this Agreement.
9.2	This Agreement shall be binding on the Pledgors and his/her successors and permitted assigns, and shall be valid with respect to the Pledgee and each of his/her successors and assigns.
9.3	At any time, the Pledgee may assign any and all of its rights and obligations under the Transaction Documents to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of the Pledgee hereunder, as if they were the original Party hereto. When the Pledgee assigns the rights and obligations under the Transaction Documents, upon request by the Pledgee, the Pledgors shall execute relevant agreements or other documents in connection with such assignment.
9.4	In the event of change of the Pledgee due to assignment, upon request by the Pledgee, the Pledgors shall enter into a new pledge agreement with the new pledgee on the same terms and conditions as those of this Agreement.
9.5	The Pledgors shall strictly comply with the provisions of this Agreement and other contracts or agreements jointly or severally executed by the Parties hereto or any of them, including the Exclusive Option Agreement and the Entrustment Agreement to authorize the Pledgee, perform the obligations hereunder and thereunder and refrain from any act/omission that may affect the validity and enforceability hereof and thereof. The Pledgors shall not exercise any remaining rights in the Equity Interest pledged hereunder unless in accordance with the written instructions given by the Pledgee.

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10.	Termination
	Upon the full fulfillment of the rights and obligations under the Transaction Documents, this Agreement shall terminate and the Pledgee shall cancel or terminate this Agreement as soon as reasonably practicable.
11.	Handling Fees and Other Expenses
	All fees and out of pocket expenses relating to this Agreement, including but not limited to attorneys' fee, costs of production, stamp duty and any other taxes and fees, shall be borne by Party C. If the Pledgee is required to bear relevant taxes and fees by applicable laws, the Pledgors shall cause Party C to fully reimburse all taxes and fees already paid by the Pledgee.
12.	Confidentiality
	The Parties acknowledge that any oral or written information exchanged in connection with this Agreement shall be considered as Confidential Information. Each Party shall keep all such information confidential and shall not disclose any relevant information to any third party without the written consent of the other Parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party's disclosure to the public); (b) is required to be disclosed in accordance with applicable laws or rules or provisions of any stock exchange; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, counsels or financial advisors in connection with the transactions contemplated hereby, provided, however, that such shareholders, directors, employees, counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this article. If the staff or agencies engaged by any Party disclose any confidential information, such Party shall be deemed to have disclosed such confidential information and shall bear legal liability for breach of this Agreement. This article shall survive the termination of this Agreement for any reason.
13.	Governing Law and Resolution of Disputes
13.1	The execution, effectiveness, interpretation and performance of this Agreement and resolution of disputes hereunder shall be governed by the formally promulgated and publicly available laws of the PRC. Any matters not covered by formally promulgated and publicly available laws of the PRC shall be governed by international legal principles and practices.
13.2	Any dispute arising from the interpretation and performance of the provisions of this Agreement shall be resolved by the Parties through consultation in good faith. If the Parties fail to agree upon the resolution of a dispute within thirty (30) days after any Party's request to resolve such dispute through consultation, any Party may submit the dispute to the China International Economic and Trade Arbitration Commission for arbitration in accordance with the Commission's arbitration rules then in effect. The arbitration shall be conducted in Beijing and conducted in the Chinese language. The arbitration award shall be final and binding on both Parties.

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13.3	Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.
14.	Notices
14.1	All notices and other communications required or permitted to be given in accordance with this Agreement shall be personally delivered or sent by registered mail, postage prepaid, commercial courier service, facsimile or email to the address of such Party set forth below. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

14.1.1	Notices given by personal delivery, courier service or registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the mailing address specified for notices.
14.1.2	Notices given by facsimile or email shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

14.2	For the purpose of notices, the addresses of the Parties are as follows:
	Party A:
	Address: [************]
	Attn: Wang Yanxin
	E-mail: [************]
	Phone: [************]
	Party B:
	Address: [************]
	Attn: Wang Yanxin
	E-mail: [************]
	Phone: [************]
	Party C:
	Address: [************]
	Attn: Wang Yanxin
	E-mail: [************]
	Phone: [************]
14.3	Any Party may change its mailing address for notices at any time by giving a notice to the other Parties in accordance with this article.

EQUITY PLEDGE AGREEMENT

- 11 -

15.	Severability
	If one or more of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions hereof shall not be affected or compromised in any respect. The Parties shall strive through consultation in good faith to replace such invalid, illegal or unenforceable provisions with valid provisions to the greatest extent permitted by laws and expected by the Parties, and the economic effect of such valid provisions shall be as close as possible to the economic effect of such invalid, illegal or unenforceable provisions.
16.	Effectiveness
16.1	Any amendment, modification and supplement to this Agreement shall be made in writing and become effective after the Parties affix their signatures or seals and complete governmental registration procedures, if applicable.
16.2	This Agreement is written in the Chinese language in eight (8) counterparts. Each of the Pledgors, the Pledgee and Party C shall hold one (1) copy. One (1) copy shall be submitted to the Registration Authority. Each counterpart of this Agreement shall have the same force and effect.

[The remainder of this page is intentionally left blank]

EQUITY PLEDGE AGREEMENT

- 12 -

IN WITNESS WHEREOF, the Parties have executed this Equity Pledge Agreement as of the date first above written.

Party A: Yubo International Biotech (Chengdu) Limited. (Seal)

By:

Name: Wang Jun

Title: Legal Representative

IN WHEREOF, the Parties have executed this Equity Pledge Agreement as of the date first above.

Party B:

Wang Jun

By:

Wang Yang

By:

Beijing Zhenxigu Medical Research Center (L.P.) (Seal)

By:

Name: Yulin Cao

Title: Authorized Representative

Beijing Borong Hongtai Asset Management Center (L.P.) (Seal)

By:

Name: Liu Lina

Title: Authorized Representative

Platinum Health Management (Tianjin) Centre (L.P.) (Seal)

By:

Name: Jin Jin

Title: Authorized Representative

IN WITNESS WHEREOF, the Parties have executed this Equity Pledge Agreement as of the date first above written.

Party C: Yubo International Biotechn (Beijing) Limited. (Seal)

By:

Name: Jun Wang

Title: Legal Representative

EX-10.5

EXHIBIT 10.5

CERTAIN PERSONALLY IDENTIFIABLE INFORMATION CONTAINED

IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED.

Exclusive Option Agreement

This Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties on September 11, 2020 in Beijing, PRC:

Party A: Yobo International Biotech (Chengdu) Limited

Registered Address: 1201, 12 / F, unit 1, building 2, 368 Tianfu Second Street, Chengdu hi tech Zone

Party B 1: Wang Jun

Chinese Identification Card No.: [************]

Party B 2: Wang Yang

Chinese Identification Card No.: [************]

Party B 3: Beijing Zhenxigu Medical Research Center (L.P.)

Registered Address: Room 301, Building 23, No. 31, Xishiku Avenue, Xicheng District, Beijing

Party B 4: Beijing Borong Hongtai Asset Management Center (L.P.)

Registered Address: Room 601-273, No. 99, Yanmi Road, Xitian Gezhuang Town, Miyun District, Beijing

Party B 5: Platinum Health Management (Tianjin) Center (L.P.)

Registered Address: 217-43, Xinzhuang Economic Service Center, No. 818, Jingu Road, Xinzhuang Town, Jinnan District, Tianjin

(Party B 1, Party B 2, Party B 3, Party B 4 and Party B 5 are collectively referred to as "Party B".)

Party C: Yubo International Biotech (Beijing) Limited

Registered Address: Room 108, Building 6, No. 31, Xishiku Avenue, Xicheng District, Beijing

EXCLUSIVE OPTION AGREEMENT

WHEREAS:

Party B collectively holds 100% of the equity interest in Party C; and Party B intends to collectively grant to Party A an irrevocable and exclusive option to purchase all the equity interests in Party C.

Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

1.	Sale and Purchase of Equity Interest
1.1	Option Granted
	Party B hereby irrevocably grants to Party A an irrevocable and exclusive option to purchase, or designate one or more persons (each, a "Designee") to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion to the extent permitted by PRC laws, at the price described in Section 1.3 herein (such option being the "Equity Interest Purchase Option"). Except for Party A and the Designee(s), no other third Person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The "person" referred to in this section and this Agreement shall mean individuals, companies, joint ventures, partnerships, enterprises, trusts or unincorporated organizations.
1.2	Steps for Exercise
	Party A's exercise of the Equity Interest Purchase Option shall be subject to the provisions of the laws and regulations of PRC. Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the "Equity Interest Purchase Option Notice"), specifying: (a) Party A's decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the "Optioned Interests"); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests. Party A and/or the Designee(s) shall have all the rights to the Optioned Interests as set forth in the Equity Interest Purchase Option Notice(s), including, without limitation, the voting rights, information rights, dividend rights and liquidation and distribution rights. Party B and Party C shall take all necessary actions to ensure completion of the relevant industrial and commercial change registration as soon as practicable.
1.3	Equity Interest Purchase Price and Payment
	Unless such appraisal is required by the laws of PRC at the time when Party A exercises the Equity Interest Purchase Option, the purchase price of the Optioned Interests (the "Equity Interest Purchase Price") shall be the lowest price allowed by the applicable laws. After all necessary tax withholdings of the Equity Interest Purchase Price have been made in accordance with the laws of PRC, the Equity Interest Purchase Price shall be paid by Party A to the account designated by Party B within seven (7) days after the Optioned Interests are duly registered under the name of Party A.
1.4	Transfer of Optioned Interests
	When Party A exercises the Equity Interest Purchase Option each time,

1.4.1 Party B shall cause Party C to promptly convene a shareholders' meeting, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s);

EXCLUSIVE OPTION AGREEMENT

1.4.2

Party B shall execute a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;

1.4.3

The relevant Parties shall execute all other necessary contracts, agreements or documents (including, without limitation, amendment to the articles of association), obtain all necessary governmental licenses and permits (including, without limitation, business license) and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), free and clear of any security interests and other encumbrances, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include security, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements; however, for the avoidance of doubt, "security interests" shall not include any security interest created by this Agreement, Party B's Equity Pledge Agreement and Party B's Entrustment Agreement. "Party B's Equity Pledge Agreement" as used in this Section and this Agreement shall refer to the Equity Pledge Agreement ("Equity Pledge Agreement", see Appendix I hereto) executed by and among Party A, Party B and Party C on the date hereof, as well as any modification, amendment and restatement thereto. "Party B's Entrustment Agreement" as used in this Section and this Agreement shall refer to the Entrustment Agreement executed by Party B to authorize Party A on the date hereof ("Entrustment Agreement", see Appendix II hereto) as well as any modification, amendment and restatement thereto.

2.	Covenants
2.1	Covenants Relating to Party C
	Party B (as the shareholders of Party C) and Party C hereby covenant as follows:

2.1.1	Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C, increase or decrease its registered capital or change its structure of registered capital in other manners;
2.1.2	They shall maintain Party C's corporate existence in accordance with good financial and business standards and practices by prudently and effectively conducting its business and transacting its affairs and Party C shall (and Party B shall cause Party C to) perform its obligations under the Exclusive Consulting Service Agreement (as defined in Appendix I hereto);
2.1.3

Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C of more than RMB500,000, or allow the encumbrance thereon of any Security Interests;

EXCLUSIVE OPTION AGREEMENT

2.1.4	Without the prior written consent of Party A, they shall not incur, inherit, guarantee or permit the existence of any debt, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to and approved by Party A's written consent;
2.1.5	They shall always conduct all the business of Party C in the ordinary course of business to maintain the asset value of Party C and refrain from any act/omission that may affect Party C's operating status and asset value;
2.1.6	Without the prior written consent of Party A, Party C shall (and Party B shall cause Party C to) not enter into any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract shall be deemed a major contract if its value exceeds RMB500,000);
2.1.7	Without the prior written consent of Party A, Party C shall (and Party B shall cause Party C to) not to provide any Person with loan or credit or any form of security;
2.1.8	They shall provide Party A with information on Party C's business operations and financial condition at Party A's request;
2.1.9	If requested by Party A, they shall procure and maintain insurance on assets and business of Party C, at an amount and type of coverage typical for companies that operate similar businesses, with an insurance company acceptable to Party A;
2.1.10	Without the prior written consent of Party A, Party C shall (and Party B shall cause Party C to) not merge or consolidate with any Person, acquire or invest in any Person, or sell its assets with value of more than RMB500,000;
2.1.11	They shall promptly notify Party A of any litigation, arbitration or administrative proceedings initiated or threatened in relation to Party C's assets, business or income;
2.1.12	To retain Party C's title to all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or make necessary and appropriate defenses against all claims;
2.1.13	Without the prior written consent of Party A, Party C shall (and Party B shall ensure that Party C shall) not distribute dividends to its shareholders in any form; provided, however, that Party C shall promptly distribute all distributable profits to its shareholders upon written request by Party A;
2.1.14	Unless mandatorily required by the laws of PRC, without the written consent of Party A, Party C (and Party B shall ensure that Party C) shall not be dissolved or liquidated; and
2.1.15	Upon request by Party A, they shall appoint any Person designated by Party A as the director of Party C and/or remove the incumbent director of Party C.

EXCLUSIVE OPTION AGREEMENT

2.2	Covenants of Party B
	Party B hereby covenants that:

2.2.1	Without the prior written consent of Party A, it shall not sell, transfer, mortgage or dispose of in any other manner any lawful or beneficial interest in its equity interests in Party C or permit the encumbrance thereon of any Security Interests, other than the pledge placed on these equity interests in accordance with Party B's Equity Pledge Agreement and Party B's Entrustment Agreement;
2.2.2	If Party B receives any proceeds, profit distribution or dividends from Party C, to the extent permitted by the laws of the PRC, it shall promptly pay or transfer such proceeds, profit distribution or dividends to Party A or the party designated by Party A for the benefit of Party C as the service fee payable by Party C to Party A under the Exclusive Consulting Service Agreement;
2.2.3	It shall cause the shareholders' meeting and/or the board of directors of Party C not to approve the sale, transfer, mortgage or other disposition of any lawful or beneficial interest in its equity interests in Party C or permit the encumbrance thereon of any Security Interests, without the prior written consent of Party A, other than the pledge placed on these equity interests in accordance with Party B's Equity Pledge Agreement and Party B's Entrustment Agreement;
2.2.4	It shall cause the shareholders' meeting and/or the board of directors of Party C not to approve merger or consolidation with any Person or acquisition of or investment in any Person, without the prior written consent of Party A;
2.2.5	It shall promptly notify Party A of any litigation, arbitration or administrative proceedings initiated or threatened in relation to its equity interest in Party C;
2.2.6	It shall cause the shareholders' meeting and/or the board of directors of Party C to approve the transfer of the Optioned Interests hereunder and take any and all other actions that Party A may request;
2.2.7	To retain its ownership of its equity interest in Party C, it shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or make necessary and appropriate defenses against all claims;
2.2.8	Upon request by Party A, it shall appoint any Person designated by Party A as the director or the executive director of Party C;
2.2.9	Upon request by Party A at any time, it shall promptly and unconditionally transfer its equity interest in Party C to the Designee (s) of Party A based on the Equity Call Option hereunder, and Party B hereby waives the right of first refusal, if any, with respect to the equity transfer by the other shareholders of Party C; and
2.2.10	It shall strictly abide by the provisions of this Agreement and other contracts or agreements jointly or separately executed by and among Party B, Party C and Party A, perform its obligations hereunder and thereunder and refrain from any act/omission that may affect the validity and enforceability thereof. If Party B has any remaining rights with respect to the equity interest under this Agreement or the Equity Interest Pledge Agreement among the Parties hereto or under the Entrustment Agreement (as defined in Appendix 1 hereto) granted in favor of Party A, Party B shall not exercise such rights, unless according to the written instructions given by Party A.

EXCLUSIVE OPTION AGREEMENT

3.	Representations and Warranties
	Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:
3.1	They have the authority to authorize the execution and delivery of this Agreement and any equity interest transfer contracts or agreements to which they are parties relating to the Optioned Interests to be transferred thereunder (each, a "Transfer Contract"), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A's exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;
3.2	The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any laws of PRC applicable to them; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause any breach of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;
3.3	Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Equity Pledge Agreement and Party B's Entrustment Agreement, Party B has not placed any security interest on such equity interests;
3.4	Party C has a good and merchantable title to, and has not placed any security interest on, all of its assets;
3.5	Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to and approved by Party A in writing.
3.6	If Party C is required to be liquidated or dissolved under PRC laws, it shall sell all of its assets to Party A or other qualified person designated by Party A to the extent permitted by the laws of PRC, at the lowest price permitted by the laws of PRC. Party C waives Party A or any qualified person designated by Party A from any payment obligation arising thereof, to the extent permitted by the then effective laws of PRC; or any earnings from such transaction shall be paid to Party A or a qualified person designated by Party A as part of the Services Fees under the Exclusive Consulting Service Agreement to the extent permitted by the then effective laws of PRC;
3.7	Party C has complied with all laws and regulations of PRC applicable to asset acquisitions; and
3.8	There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests of Party B in Party C, assets of Party C, or Party C.

EXCLUSIVE OPTION AGREEMENT

4.	Effective Date and Term
	This Agreement shall become effective upon the date hereof, and remain effective until all equity interests held by Party B in Party C have been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement.
5.	Governing Law and Resolution of Disputes
5.1	Governing Law
	The execution, effectiveness, construction, performance, amendment and terminationof this Agreement and the resolution of disputes hereunder shall be governed by the formally promulgated and publicly available laws of PRC. Any matters not covered by formally promulgated and publicly available laws of the PRC shall be governed by international legal principles and practices.
5.2	Methods of Resolution of Disputes
	Any dispute arising from the construction and performance of this Agreement shall be first resolved by the Parties through friendly consultation. If the Parties fail to agree upon the resolution of a dispute within 30 days after any Party requests the other Parties to resolve such dispute through consultation, any Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with the Commission's arbitration rules then in effect. The arbitration shall be conducted in Beijing and conducted in the Chinese language. The arbitration award shall be final and binding on all Parties.

EXCLUSIVE OPTION AGREEMENT

6.	Taxes and Expenses
	Each Party shall pay any and all transfer and registration taxes, costs and expenses incurred by it or levied on it in connection with the preparation and execution of this Agreement and the relevant transfer contract and consummation of the transactions contemplated under this Agreement and the relevant transfer contract in accordance with the laws of PRC.
7.	Notices
7.1	All notices and other communications required or permitted to be given in accordance with this Agreement shall be personally delivered or sent by registered mail, postage prepaid, commercial courier service, facsimile or email to the address of such Party set forth below. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

All notices and other communications required or permitted to be given in accordance with this Agreement shall be personally delivered or sent by registered mail, postage prepaid, commercial courier service, facsimile or email to the address of such Party set forth below. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

7.1.1	Notices given by personal delivery, courier service or registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the mailing address specified for notices.
7.1.2	Notices given by facsimile or email shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

7.2	For the purpose of notices, the addresses of the Parties are as follows:
	Party A: Address: [************] Attn: Wang Yanxin E-mail: [************] Phone: [************]
	Party B: Address: [************] Attn: Wang Yanxin E-mail: [************] Phone: 1[************]
	Party C: Address: [************] Attn: Wang Yanxin E-mail: [************] Phone: [************]
7.3	Any Party may change its mailing address for notices at any time by giving a notice to the other Parties in accordance with this article.

EXCLUSIVE OPTION AGREEMENT

8.	Confidentiality
	The Parties acknowledge that any oral or written information exchanged in connection with this Agreement shall be considered as confidential information. Each Party shall keep all such information confidential and shall not disclose any relevant information to any third party without the written consent of the other Parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party's disclosure to the public); (b) is required to be disclosed in accordance with applicable laws or rules or provisions of any stock exchange; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, counsels or financial advisors in connection with the transactions contemplated hereby, provided, however, that such shareholders, directors, employees, counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this article. If the staff or agencies engaged by any Party disclose any confidential information, such Party shall be deemed to have disclosed such confidential information and shall bear legal liability for breach of this Agreement. This article shall survive the termination of this Agreement for any reason.
9.	Further Warranties
	The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.
10.	Miscellaneous
10.1	Amendment, change and supplement
	The Agreement may not be amended, changed or supplemented except by an agreement in writing signed by all the Parties.
10.2	Entire agreement
	Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement of the Parties hereto with respect to the subject matter hereof and shall supersede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement. The attachments set forth herein shall be an integral part of this Agreement.
10.3	Headings
	The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

EXCLUSIVE OPTION AGREEMENT 

10.4	Language
	This Agreement is written in the Chinese language in seven (7) counterparts with each of Party A, each Person of Party B and Party C holding one (1) counterpart. They shall have the same legal effect.
10.5	Severability
	If one or more of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions hereof shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal orunenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.
10.6	Successors
	This Agreement shall be binding on the respective successors of the Parties and the permitted assigns of such Parties.
10.7	Survival

10.7.1	Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof.
10.7.2	The provisions of Articles 5, 8 and this Section 10.7 shall survive the termination of this Agreement.

10.8	Waiver
	Any Party may waive the terms and conditions of this Agreement, provided, however, that such waiver must be made in writing and signed by the Parties. No waiver by any Party under particular circumstances with respect to a breach by the other Parties shall operate as a waiver by such Party with respect to similar breach under other circumstances.

EXCLUSIVE OPTION AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Exclusive Option Agreement as of the date first above written.

Party A: Yubo International Biotech (Chengdu) Limited (Seal)

By:

Name: Wang Jun

Title: Legal Representative

Signature Page to Exclusive Option Agreement

IN WITNESS WHEREOF, the Parties have executed this Exclusive Option Agreement as of the date first abovewritten.

Party B:

Wang Jun

By:

Wang Yang

By:

Beijing Zhenxigu Medical Research Center (L.P.) (Seal)

By:

Name: Yulin Cao

Title: Authorized Representative

Beijing Borong Hongtai Asset Management Center (L.P.) (Seal)

By:

Name: Liu Lina

Title: Authorized Representative

Platinum Health Management (Tianjin) Centre (L.P.) (Seal)

By:

Name: Jin Jin

Title: Authorized Representative

Signature Page to Exclusive Option Agreement

IN WITNESS WHEREOF, the Parties have executed this Exclusive Option Agreement as of the date first above written.

Party C: Yubo International Biotech (Beijing) Limited (Seal)

By:

Name: Jun Wang

Title: Legal Representative

Signature Page to Exclusive Option Agreement

Appendix I

Equity Pledge Agreement

To EXCLUSIVE OPTION AGREEMENT

Appendix II

Entrustment Agreement

To EXCLUSIVE OPTION AGREEMENT

EX-10.6

  EXHIBIT 10.6

CERTAIN PERSONALLY IDENTIFIABLE INFORMATION CONTAINED

IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED.

EXCLUSIVE CONSULTING SERVICE AGREEMENT

This Exclusive Consulting Service Agreement (this "Agreement") is made and entered into by and between the following parties on September 11, 2020 in Beijing, PRC.

Party A: Yubo International Biotech (Chengdu) Limited

Address: Address: 1201, 12 / F, unit 1, building 2, 368 Tianfu Second Street, Chengdu hi tech Zone

Party B: Yubo International Biotech (Beijing) Limited

Address: Room 108, Building 6, 31 Xishiku Street, Xicheng District, Beijing

Each of Party A and Party B shall be hereinafter referred to as a "Party" respectively, and as the "Parties" collectively.

WHEREAS:

1.	Party A is a wholly-foreign-owned enterprise registered in the People's Republic of China ("PRC"), and has the necessary resources to provide technical and business consulting services;
2.	Party B is a company with exclusively domestic capital registered in PRC;
3.	Party A is willing to provide Party B with relevant exclusive technical services, technical consulting services and other services (as may be specifically defined below) during the term of this Agreement, utilizing its advantages in human resources, technology and information, and Party B is willing to accept such services provided by Party A or Party A's designee (s), each on the terms set forth herein.
Now, therefore, through mutual discussion, the Parties have reached the following agreements:
1.	Party A's Services Provision

1.1 Party B hereby appoints Party A as Party B's exclusive services provider to provide Party B with complete business support and technical and consulting services during the term of this Agreement, in accordance with the terms and conditions of this Agreement, which may include all services within the business scope of Party B in whole or in part as may be determined from time to time by Party A, such as but not limited to personnel training, technical services, business consultations, intellectual property licensing, equipment or factory building leasing, marketing consultancy, etc. (the "Services").

1

1.2

Party B is willing to accept all the consultations and services provided by Party A. Party B further agrees that unless with Party A's prior written consent, during the term of this Agreement, Party B shall not accept the same or any similar consultations and/or services provided by any third party regarding matters contemplated by this Agreement. Party A may appoint other parties, who may enter into certain agreements described in Section 1.3 with Party B, to provide Party B with the consultations and/or services contemplated under this Agreement.

1.3

Service Providing Methodology

1.3.1	Party A and Party B agree that during the term of this Agreement, they may enter into other technical service agreements or consulting service agreements through any other party designated by each of them, which shall provide the specific contents, manner, personnel, and fees for specific technical services and consulting services.
1.3.2	To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, they may enter into an intellectual property (including, without limitation, software, trademark, patent, know-how) license agreement, which shall permit Party B to use Party A's intellectual property at any time according to the needs of Party B's business.
1.3.3	To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, they may enter into an equipment or plant lease agreement directly or through any other party designated by them, which agreement shall permit Party B to use Party A's relevant equipment or plant buildings according to the business needs of Party B.
1.3.4	Party A may, at its sole discretion, subcontract part of the services provided to Party B under this Agreement to any third party.

2. Calculation of the Service Fees, Term of Payment, Financial Statements, Audit and Taxes

2.1

The Parties agree that in respect to Party A's services provided, Party B shall pay Party A the service fees (the "Service Fees"). The Service Fees under this Agreement shall be determined and paid according to the manner set forth in the separate written agreements reached between Party A and Party B. The Parties agree that in determining the specific amount of the services fees, the following factors shall be taken into consideration: (a) the technical difficulty and complexity of the consultancy and services; (b) the time spent by the employees of Party A for the consultancy and services; (c) the specific content and commercial value of such consultancy and services; (d) the market price of similar consultancy and services; and (e) the operation status of Party B.

2.2

The taxation burden arising from the performance of this Agreement shall be borne by the Parties.

2

3. Intellectual Property Rights, Confidentiality Clauses

3.1	Party A shall have exclusive rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, trademarks, software, technical secrets, trade secrets and others, whether developed by Party A or Party B.
3.2	The Parties acknowledge that any oral or written information exchanged in connection with this Agreement shall be considered as confidential information. Each Party shall keep all such information confidential and shall not disclose any relevant information to any third party without obtaining the written consent of the other Party, except for the information that: (a) is or will be in the public domain (other than through the receiving Party's disclosure to the public); (b) is required to be disclosed in accordance with applicable laws or rules or provisions of any stock exchange; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, counsels or financial advisors in connection with the transactions contemplated hereby, provided, however, that such shareholders, directors, employees, counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this article. If the staff or agencies engaged by any Party disclose any confidential information, such Party shall be deemed to have disclosed such confidential information and shall bear legal liability for breach of this Agreement. This article shall survive the termination of this Agreement for any reason.
3.3	The Parties agree that this article shall survive change, revocation or termination of this Agreement.

4. Representations and Warranties

4.1 Party A hereby represents and warrants as follows:

4.1.1	Party A is a company legally registered and validly existing in accordance with the laws of PRC.
4.1.2	Party A's execution and performance of this Agreement shall be within its corporate capacity and the scope of its business operations; Party A has taken necessary corporate actions and is given proper authorization and has obtained the consent and approval from third parties and government agencies. The execution and performance of this Agreement will not violate any restrictions in law or otherwise binding or having an impact on Party A.
4.1.3	This Agreement constitutes Party A's legal, valid and binding obligation, enforceable in accordance with its terms.

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4.2 Party B hereby represents and warrants as follows:

4.2.1	Party B is a company legally registered and validly existing in accordance with the laws of PRC.
4.2.2	Party B's execution and performance of this Agreement is within its corporate capacity and the scope of its business operations; Party B has taken necessary corporate actions and has been given proper authorization and has obtained the consent and approval from third parties and government agencies. The execution and performance of this Agreement will not violate any restriction in law or otherwise binding or affecting Party B.
4.2.3	This Agreement constitutes legal, valid and binding obligation of Party B, and shall be enforceable against it.

5.	Effectiveness and Term of the Agreement
	This Agreement is signed on the date first above written and shall become effective as of such date. Unless earlier terminated in accordance with the provisions of this Agreement or other agreements separately executed by the Parties, this Agreement shall remain effective.
6.	Governing Law, Dispute Resolution and Change of Law

6.1	The execution, effectiveness, interpretation, performance, amendment and termination of this Agreement and resolution of disputes arising hereunder shall be governed by the laws of the PRC.
6.2	Any dispute arising from the interpretation and performance of the provisions of this Agreement shall be resolved by the Parties through consultation in good faith. If the Parties fail to agree upon the resolution of a dispute within 30 days after any Party requests to resolve such dispute through consultation, any Party may submit the dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with the Commission's then-effective arbitration rules. The arbitration shall be conducted in Beijing and conducted in the Chinese language. The arbitration award shall be final and binding on both Parties.
6.3	Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

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7.	Indemnification
	Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claim or other demands against Party A arising from or caused by the consultations and services provided by Party A at the request of Party B, except where such losses, injuries, obligations or expenses arise from willful misconduct of Party A.
8.	Notices

8.1 All notices and other communications required or permitted to be given in accordance with this Agreement shall be personally delivered or sent by registered mail, postage prepaid, commercial courier service, facsimile or email to the address of such Party set forth below. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

8.1.1	Notices given by personal delivery, courier service or registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the mailing address specified for notices.
8.1.2	Notices given by facsimile or email shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

8.2	For the purpose of notices, the addresses of the Parties are as follows:
	Party A:
	Address: C1002, building 5, yard 31, Xishiku street, Xicheng District, Beijing
	Attn: Wang Yanxin
	E-mail: [*****************]
	Phone: [*****************]
	Party B:
	Address: C1002, building 5, yard 31, Xishiku street, Xicheng District, Beijing
	Attn: Wang Yanxin
	E-mail: [*****************]
	Phone: [*****************]
8.3	Any Party may change its mailing address for notices at any time by giving a notice to the other Party in accordance with this article.

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9. Assignment

9.1

Without Party A's prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party.

9.2

Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party by giving a prior written notice to Party B but without Party B's consent. In the meantime, Party B shall, in accordance with Party A's requirements, execute relevant agreements with such third party that are satisfactory to Party A to specify the rights and obligations of the related parties.

10.	Severability
	If one or more of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions hereof shall not be affected or compromised in any respect. The Parties shall strive through consultation in good faith to replace such invalid, illegal or unenforceable provisions with valid provisions to the greatest extent permitted by laws and expected by the Parties, and the economic effect of such valid provisions shall be as close as possible to the economic effect of such invalid, illegal or unenforceable provisions.
11.	Force Majeure

11.1 In the case of any force majeure events such as earthquake, typhoon, flood, fire, epidemic, war, riot, hostile action, public disturbance, strike or any other force majeure events that cannot be predicted and are unpreventable and unavoidable by the affected Party (the "Force Majeure") directly resulting in the failure of either Party to perform, completely perform or delay of the performance of this Agreement, the Party affected by such Force Majeure shall not be liable for the failure of either Party to perform this Agreement. However, the affected Party shall give written notice without any delay to the other Party and shall, within fifteen (15) days after sending such written notice, provide the other Party with details of the Force Majeure event and relevant documents evidencing the reasons for such failure, incompleteness or delay in performance.

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11.2

If such Party claiming Force Majeure fails to notify the other Party and furnish it with proof pursuant to the above provision, such Party shall not be excused from its liabilities for failure to perform, failure to fully perform or delay in performance of, its obligations hereunder. The Party so affected by the event of Force Majeure shall use reasonable efforts to minimize the consequences of such Force Majeure and to promptly resume performance hereunder whenever the causes of such excuse are cured. Should the Party so affected by the event of Force Majeure fail to resume performance hereunder when the causes of such excuse are cured, such Party shall be liable to the other Party.

11.3

In the event of Force Majeure, the Parties shall immediately consult with each other to find an equitable solution and shall use all reasonable endeavours to minimize the consequences of such Force Majeure.

12.	Amendment and Supplement
	Any amendments of, and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements in connection with this Agreement, which are signed by the Parties, shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.
13.	Entire
	The Parties confirm that, upon effectiveness of this Agreement, this Agreement constitutes the entire agreement and understanding between the Parties with respect to the content hereof and completely supersedes any prior oral and/or written agreements and understanding with respect to the content hereof between the Parties.
14.	Language and Counterparts
	This Agreement is written in Chinese in two (2) counterparts, with each Party holding one copy. They shall have the same legal effect.

[The remainder of this page is intentionally left blank]

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IN WITNESS WHEREOF, the Parties have executed this Exclusive Consulting Service Agreement as of the date first above written.

Party A: Yubo International Biotech (Chengdu) Limited

By:

Name: Wang Jun

Title: Legal Representative

Party B: Yubo International Biotech (Beijing) Limited

By:

Name: Wang Jun

Title: Legal Representative

8

EX-10.7

EXHIBIT 10.7

CERTAIN PERSONALLY IDENTIFIABLE INFORMATION CONTAINED IN

THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED.

Entrustment Technical Service Agreement

This Entrustment Technical Service Agreement (this “Agreement”) is made by and between the following two parties on February 27, 2020 in Beijing:

Party A: Yubo International Biotech (Beijing) Limited

Address: Building 5, Yard 31, Xishiku Street, Xicheng District, Beijing

Legal Representative: Jun Wang

Party B: Beijing Zhenhuikang Biotechnology Co., Ltd.

Address: Room 202, 2/F, Building 23, No. 31, Xishiku Street, Xicheng District, Beijing

Legal Representative: Yulin Cao

Party A and Party B shall be referred to individually as a “Party” and collectively as the “Parties”.

According to relevant laws and regulations of the People’s Republic of China, and adhering to the principle of equality and mutual benefits, the two parties enter into this Agreement through friendly consultation for, intending to be legally bound by.

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1.Entrusted Matters

To bring into full play the resources and technical advantages of the Parties, Party B accepts Party A’s entrustment and provides Party A with the following technical services:

1.	Customized service for endometrial stem cell harvesting package;
2.	Endometrial stem cell preparation and management of exclusive endometrial stem cell bank (public bank);
3.	Technical services for endometrial stem cell application preparation.

2.Entrustment Fees and Payment Method

1.

Customized service for endometrial stem cell harvesting package: RMB718 for each set. Customized period is 30 working days. First order is 300 sets and each order no less than 200 sets thereafter. Within [3] business days after Party A provides Party B with a reserved order, Party A shall prepay 70% of the total price of the sampling package. The remaining 30% of the total price of the sampling package shall be paid off before shipment. The delivery date by Party B shall be no later than [30] business days after Party A provides the reserved order. In case of any quality problem with the sampling package provided by Party B, it shall be returned and replaced unconditionally as required by Party A. In case of repeated collection is required due to Party B’s cause, Party B shall bear the expenses of repeated collection; Party A shall bear the expenses related thereto if such repeated collection is not caused by Party B.

2.

Entrusted cell preparation and public library management expenses: mainly used for endometrial stem cell preparation and public library management expenses: mainly used for endometrial stem cell preparation expenses for each person and public library management expenses (Note: standard for public library cell storage is P2 generation, qualified donor cells are 100 million cells in total and stored in 10 frozen storage tubes). The total settlement price of sample preparation fee for each person and 5-year public library management fee is RMB9,282 (of which the sample preparation cost is RMB8,282, and public library management fee is RMB200/year). All samples shall be prepaid, meaning that Party B shall receive the samples and start the preparation after receiving the full payment amount. When the market price cost fluctuates, both parties shall timely negotiate to adjust the preparation cost. After 5 years, the whole shall be handed over to Party A for management.

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3.	Preparation expenses of endometrial stem cell application: if the seed cells are needed to be extracted from public library and expanded into working cell (P2-P5), the expansion expense standard is: RMB3,500/1x10 * 7 cells; the scheduled expansion period shall be no less than 15 working days and the expansion shall be started after being paid in full amount in advance. Once the expansion is started or the cells are abandoned for reasons attributable to Party A, the expenses shall not be refunded.
	Bank account information of Party B: Account Name: Beijing Zhenhuikang Biotechnology Co., Ltd. Bank: Beijing West Railway Sub-branch of China Merchants Bank Co., Ltd. Account Number: [******************]
If Party B changes the bank account or other receiving information, Party B shall immediately inform Party A.

3.Rights and obligations between the parties

1.	Party A shall be responsible for providing endometrial blood samples and shall have the right to fetch and dispose of such samples and prepare stem cells from the samples at any time. The ownership of the endometrial blood samples and stem cells prepared and stored by Party B shall not be transferred as a result of this Agreement.
2.	Party A has the right to determine whether or not to continue to perform this Agreement in light of the work status of Party B and to pay the commission fees.
3.	Party B warrants that it is a legally existing entity and has obtained the necessary qualifications and licenses to engage in all the matters entrusted hereunder. Party B warrants that all actions taken during the performance of this Agreement are in compliance with laws, regulations, rules, industry norms and ethics.
4.	Party B shall conscientiously, prudently and properly complete the preparation and storage of endometrial stem cells as well as the establishment and maintenance of exclusive endometrial stem cell banks.

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5.	Party B shall assist Party A with work in relation to the entrusted matters, such as collecting and transportation of endometrial blood samples.
6.	Without Party A’s prior written permission, Party B shall not entrust the preparation, storage of stem cells and relevant matters hereunder to a third party.

4.Default liability

1.

Either party’s breach of any provisions herein or failure to perform its obligations hereunder shall constitute a default, which shall entitle the non-defaulting party to request the defaulting party to immediately terminate such default or rectify such default with a reasonable period of time and to request the defaulting party to indemnify for the actual damages and costs caused of the non-defaulting party due to the default behavior.

2.

If any party conducts any material breach of any agreement made under this Agreement, or fails to substantially perform its obligations under this Agreement, and fails to rectify or remedy such default with a reasonable period of time or within seven (7) days of non-defaulting party’s written notice requesting for such rectification or remedy, the non-defaulting party has the right to terminate this Agreement immediately with a written notice and request the defaulting party to fully compensate all damages of the non-defaulting party.

5.Dispute Resolution

Any disputes in connection with the performance of this Agreement shall be settled by both parties through friendly negotiation. If such consultation fails, either Party may file a lawsuit in a people’s court in the locality of Party A.

6.Confidentiality

Without Party A’s prior written consent, Party B shall not disclose, transfer or permit any third party to disclose, use or transfer the contents of this Agreement, information exchanged for the purpose of drafting this Agreement, and any data, file, information and reports learned, obtained or produced during the performance of this Agreement (collectively, the “Confidential Information”). Party B may disclose the Confidential Information only to its appropriately qualified employees, provided that such disclosure is necessary for Party B to perform its obligations hereunder and cause such employees to agree to assume the same or stricter confidentiality obligations as those contained hereunder. If any disclosure of the Confidential Information is caused by the personnel of Party B, it shall be deemed as the disclosure of Confidential Information by Party B, for which Party B shall be responsible for compensation. The confidentiality obligations set forth in this Article shall survive the termination of this Agreement.

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7.Miscellaneous

1.	For matters that are not covered herein, the two parties shall negotiate separately and the supplementary agreement shall be equally valid with this Agreement.
2.	This Agreement shall become effective upon being signed and sealed by both parties.
3.	This Agreement contains two original copies; these copies are held by both parties. Both the signed copies of this Agreement are legally valid.

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5

This page is the signature page to the Entrustment Technical Service Agreement.

Party A: Yubo International Biotech (Beijing) Limited (Seal)

Legal Representative: Wang Jun

Party B: Beijing Zhenhuikang Biotechnology Co., Ltd. (Seal)

Legal Representative:

6

Supplementary Agreement of Entrustment Technical Service

Agreement for Endometrial Stem Cell Project

Party A: Yubo International Biotech (Beijing) Limited

Address: Building 5, Yard 31, Xishiku Street, Xicheng District, Beijing

Legal Representative: Jun Wang

Party B: Beijing Zhenhuikang Biotechnology Co., Ltd.

Address: Room 202, 2/F, Building 23, No. 31, Xishiku Street, Xicheng District, Beijing

Legal Representative: Yulin Cao

1.	According to the market demand of Party A, both parties agreed to adjust the original special collection package through communication. Due to the change in the price of consumables, Party A and Party B agreed to change the service content “customized service of endometrial stem cell collection kit” in Article 2 “entrustment fee and payment method” signed on February 27, 2020 from 718 yuan per set to 666 yuan per set.
2.	Other contents in the original Entrustment Technical Service Agreement shall remain unchanged.
3.	This supplementary agreement has the same legal effect as the original entrustment technical service agreement.
4.	This agreement is made in two copies, one for each party, with the same legal effect.
(The remainder of this page is intentionally left blank)

7

This page is the signature page to the Entrustment Technical Service Agreement.

Party A: Yubo International Biotech (Beijing) Limited (Seal)

Legal Representative: Wang Jun

2020.07.02

Party B: Beijing Zhenhuikang Biotechnology Co., Ltd. (Seal)

Legal Representative: Bai Zhihui

2020.07.02

Signature Page to Entrustment Technical Service Agreement

8

EX-10.8

  EXHIBIT 10.8

CERTAIN PERSONALLY IDENTIFIABLE INFORMATION CONTAINED

IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED.

AGREEMENT OF JOINT RESEARCH AND DEVELOPMENT

Party A: Beijing Zhenxigu Medical Research Center (L.P.)

Party B: Yubo International Biotech (Beijing) Limited

WHEREAS:

Party A is a high-tech R&D center in the biomedicine field, which owns numerous core patent technologies and GMP standard laboratory environment. Its expert team has participated in many national major renewable medical subject and special projects.

Party B is a company holding shares by Party A. Through friendly consultation, the Parties have reached an agreement to carry out filing application and market cooperation of medical devices on the basis of "repaired liquid dressings (temporary name subject to the approval by FDA)" independently developed by Party A. Now therefore, the Parties agree as follows:

1.	Both Parties agree that Party A will entrust a full-fledged third party to apply for filing of medical devices, the right to decide on manufacturing of the medical devices and other relevant intellectual property rights shall be owned by Party A. Provided that to the extent permitted by national laws and regulations, the products after the filing, shall bear the words of "Joint Research by Beijing Zhenxigu Medical Research Center, Yubo International Biotech (Beijing) Limited" (the details shall be implemented pursuant to the relevant national regulations) on the package thereof.
2.	Party A shall be solely responsible for the research and development, the development and application of medical devices of this Project. Party B is responsible for part of the relevant R&D expenses: RMB241,880 (two hundred and forty-one thousand, eight hundred and eighty yuan) shall be deemed as joint research expenses and be paid within 3 working days following the execution of this Agreement.
3.	As the owner of the manufacturing decision right of filed products and relevant intellectual property rights, Party A hereby authorizes Party B to be the nationwide exclusive distributor of supporting products for Platinum specific atomization inhaler applications, to be responsible for the comprehensive sales and after-sale service of products in the field. Other applications shall not be subject to this restriction.
4.	After the successful filing and listing, the contribution and cost allocation of the scientific research team shall be taken into full account, and the price shall be re-determined after the actual production costs are accounted for. Party A shall continue to develop other application fields beyond this application, and the Parties shall carry out cooperation in the form of entrustment or joint research and development and enter into agreement on relevant interests in advance.

5.	Party A's account information is as follows:
	Company Name: Beijing Zhenxigu Medical Research Center (L.P.)
	Unified Social Credit Code: [***************]
	Opening Bank: China Merchants Bank Beijing West Railway Station Branch
	Bank Account Number: [***************]
	Address: Room 301, Building 23, No. 31 Xishiku Street, Xicheng District, Beijing, Tel: 010-56256475
6.	Party B's invoicing information is as follows:
	Account Name: Yubo International Biotech (Beijing) Limited
	Unified Social Credit Code: [***************]
	This Agreement is made in quadruplicate. Party A and Party B shall each hold two copies. This Agreement will be effective as long as it is signed and/or sealed. Scanned copies shall have the same legal effect as the originals.

(The remainder of this page is intentionally left blank)

(This page is the signature page, without text)

Party A: Beijing Zhenxigu Medical Research Center (L.P.) (Seal)

Authorized Representative (Signature)

Party B: Yubo International Biotech (Beijing) Limited (Seal)

Authorized Representative (Signature)

Date of Signature:

Signing time: February 17, 2020

EX-10.9

EXHIBIT 10.9

CERTAIN PERSONALLY IDENTIFIABLE INFORMATION CONTAINED IN

THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED.

Cooperation Agreement

Party A: Beijing Zhenxigu Medical Research Center (L.P.)

Party B: Yubo International Biotech (Beijing) Limited

Party C: Huailai Huayue Hengsheng Medical Device Co., Ltd.

Through friendly consultations, the Parties hereby agree as follows on [March 1], 2020:

1. All parties concerned agree to carry out strategic cooperation in such aspects as application of scientific research projects, integration of products and technical plans, record-filing of medical devices and preparation for production in response to the novel coronavirus pneumonia epidemic, so as to provide all local health commissions, scientific research institutions and medical units with quality and efficient technical services and operation support for biological medical products, and finally hope to help patients get rid of their suffering as soon as possible.

2. Party B is the joint R&D company of the "Liquid Dressings" achieved in this Agreement, so Party B will provide part of the R&D funds for the cooperation under this Agreement.

3. Party C undertakes to provide plant, personnel, technology, products and equipment in relation to the matters under this Agreement. Party A may conduct sample trial production and clinical scientific research in the production workshop of Party C. If construction of the clean workshop is required, both Party A and Party B shall negotiate and make decision on the construction of the clean workshop, while the related costs, personnel and site costs of the detailed rules of cooperation shall be further negotiated and determined.

4. Party A owns the technical results and intellectual property rights relating to the products researched and developed hereunder. The nationwide total distribution right of " Liquid Dressings" (5ml specifications only) belongs to Party B, unless otherwise agreed by both Party A and Party B.

5. Party C shall complete the filing of medical devices for liquid dressings of Class 1 ("Medical Device Filing") within [10] business days following the execution of this Agreement.

a) Party A shall assist Party C in the review of the filing materials and contents, especially, the product information and the scope of indications which shall be reflected on the filing certificate of medical devices. The person specially appointed by Party A and the person specially appointed by Party C shall be confirmed in writing.

b)	Party C shall inform Party A of progress of the Medical Device Filing Procedures in a timely manner, including without limitation specific information to be submitted.
c)	The processing fee of medical device filing shall be RMB180,000 (tax inclusive) (RMB in words: one hundred and eighty thousand).
d)	Within three business days following the execution of this Agreement, Party A shall advance the payment of RMB50,000 to Party C's corporate account. The balance of RMB130,000 shall be paid within [3] business days following Party B and Party C issue the authorization for the product certificate, and Party A receives the scanned copy of the Medical Device Filing Certificate and confirms same. If Party C fails to obtain the Medical Device Filing Certificate within two weeks after the submission of application materials, Party C shall unconditionally refund the advance payment of RMB50,000 to Party A within three weeks upon submission of application materials.
e)	Party C shall issue the corresponding VAT invoice to Party A within 5 days after the receipt of the advance payment and the last payment respectively.

Party A's invoicing information is as follows:

Company Name: Beijing Zhenxigu Medical Research Center (L.P.)

Unified Social Credit Code: [*************]

Opening Bank: China Merchants Bank Beijing West Railway Station Branch

Bank Account Number: [*************]

Address: Room 301, Building 23, No. 31 Xishiku Street, Xicheng District, Beijing

Telephone: [*************]

Party B's receiving and invoicing information is as follows:

Account Name: Huailai Huayue Hengsheng Medical Device Co., Ltd.

Tax Number: [*************]

Bank: Shacheng Sub-branch of Zhangjiakou Bank Co., Ltd.

Account Number: [*************]

Address: Plant No. 11, 301 Jingxi Small Business Start-up Guide Base, Shacheng Economic Development Zone, Huailai County

Telephone: [*************]

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6. After the successful filing, Party A authorizes Party C to manufacture liquid dressings researched and developed by Party A hereunder ("liquid dressings"). The license term shall expire on [March 1], 2021]. Party C covenants that it has obtained all qualifications required for liquid dressings production, and undertakes to produce and provide liquid dressings based on the request of Party A. Without the prior written consent of Party A, Party C shall not manufacture, sell, authorize or entrust a third party to manufacture, sell liquid dressings or other products researched and developed by Party A. Party A may unilaterally revoke its authorization for Party C to manufacture liquid dressings if Party C breaches the provision of this article and Party C shall pay Party A [RMB500,000] as compensation for breach of contract.

7. This Agreement is made in triplicate with Party A, Party B and Party C holding one copy respectively. The Agreement shall become effective from the date of signature and seal of the Parties.

8. Any dispute arising from or in connection with this Agreement shall be settled by the Parties through consultation based on the principle of mutual benefit. If such consultation fails, each Party may file a lawsuit to the people's court of competent jurisdiction in the place where Party A is located. During the course of litigation, this Agreement shall continue to be performed except for the part in dispute in litigation.

(The remainder of this page is intentionally left blank)

3

As the signature page to the Cooperation Agreement, this page is intentionally left blank.

Party A: Beijing Zhenxigu Medical Research Center (L.P.) (Seal)

Authorized Representative (Signature)

Date: 2020.5.16

Party B: Yubo International Biotech (Beijing) Limited (Seal)

Authorized Representative (Signature)

Date: 2020.5.16

Party C: Huailai Huayue Hengsheng Medical Device Co., Ltd. (Seal)

Authorized Representative (Signature)

Date: 2020.5.16

4

EX-10.10

EXHIBIT 10.10

Loan Contract

Party A: Yubo International Biotech (Beijing) Limited (hereinafter referred to as "Party A")

Address: Building 5, Yard 31, Xishiku Street, Xicheng District, Beijing

Legal Representative: Jun Wang

Party B: Beijing Zhenhuikang Biotechnology Co., Ltd. (hereinafter referred to as "Party B")

Address: Room 202, 2/F, Building 23, No. 31, Xishiku Street, Xicheng District, Beijing

Legal Representative: Yulin Cao

In accordance with relevant laws and regulations, Party A and Party B, on the basis of equality and voluntariness, in order to clarify responsibilities and abide by the credit, and after adequate consultation, enter into this Loan Contract in Beijing on October 10, 2019, and undertake to abide by and perform this Loan Contract jointly.

I.Amount of the loan: see appendix.

II.Term of the loan: no fixed term.

III.Interest rate of the loan: no interest accrued.

IV.Purpose of the loan: to be used for Party B's daily operating expenses.

V.Repayment method: Party B shall set off payment with future business accounts receivable from Party A.

VI.Effectiveness of the Contract: This contract shall come into force upon the signatures and seals of both parties. This contract is made in two counterparts, one to be held by each party and shall have the equal force. For any other matters not covered herein, both parties hereto may negotiate supplemental agreement.

VII.Dispute Resolution: any dispute arising from or in connection with this Contract shall be settled through friendly consultation between the Parties hereto on the basis of the principle of mutual benefit. If such consultation fails, both Parties may bring a lawsuit to the people's court where this Contract is executed.

(The remainder of this page is intentionally left blank)

Signature Page of the Loan Agreement without text.

Lender (Party A): Yubo International Biotech (Beijing) Limited (seal)

Signature by the Legal Representative:

Borrower (Party B): Beijing Zhenhuikang Biotechnology Co., Ltd. (seal)

Signature by the Legal Representative:

APPENDIX:

Term of the Loan	Amount of Loan
September 10, 2019	RMB 1,410,000 yuan (in words: one million four hundred and ten thousand)
October 10, 2019	RMB 1,370,000 (in words: one million three hundred and seventy thousand yuan)
Total:	RMB 2,780,000 (in words: two million seven hundred and eighty thousand yuan)

EX-10.11

EXHIBIT 10.11

CERTAIN PERSONALLY IDENTIFIABLE INFORMATION CONTAINED IN THIS

DOCUMENT, MARKED BY [***], HAS BEEN OMITTED.

JIUSI CULTURAL CREATIVE PARK

LEASE CONTRACT

Party A: JIUSICHENG INVESTMENT MANAGEMENT (BEIJING) CO., LTD.

Party B: YUBO INTERNATIONAL BIOTECH (BEIJING) LIMITED

- 1 -

九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

LEASE CONTRACT

Lessor: JIUSICHENG INVESTMENT MANAGEMENT (BEIJING) CO., LTD.

Address: 31 Xishiku Ave.

Representative:

Lessee: YUBO INTERNATIONAL BIOTECH (BEIJING) LIMITED

Address: 31 Xishiku Ave.

Representative:

Party B leases the premises that Party A has the right to lease as office space. The Parties, through friendly consultation, enter into this lease contract (hereinafter referred to as the “ Contract”) and agree that this Contract together with the schedules hereto and any supplementary agreements (if any) entered into in the future with respect to this Contract shall constitute integral parts of the Contract. and shall have the same legal effect.

Article 1 Leased Unit and Purpose

1.1	[Address] Subject to the terms and conditions of this Contract, Party A agrees to lease and Party B agrees to lease from the premises set forth in Schedule [IV] hereto (the “Unit”) located at [JIUSI CULTURAL CREATIVE PARK] (the “Park”) in Beijing. The floor plan of the leased unit is used for the convenience of identification only.
1.2	[Area] Party A and Party B jointly confirm that the actual leased area of the Unit leased by Party B is set forth in Part [2] of Schedule [I] hereto.
1.3	[Purpose] The purpose of the Unit leased by Party B is listed in Part [3] of Schedule [I] hereto (the “Purpose of Lease”). Party B shall comply with the regulations of the Client Manual of JIUSI CULTURAL CREATIVE PARK (the “Client Manual”) and the Decoration Manual of JIUSI CULTURAL CREATIVE PARK (the “Decoration Manual”) during the term of its lease and use of the leased Unit.
1.4	The Client Manual of JIUSI CULTURAL CREATIVE PARK (the “Client Manual”) and the Decoration Manual of JIUSI CULTURAL CREATIVE PARK (the “Decoration Manual”) shall be schedules to this Contract. Party A shall have the right to adjust the same, and Party A shall notify Party B of the corresponding adjustments in writing in a timely manner.
1.5	[Use in accordance with law and contract] Party B covenants to Party A that it will comply with the relevant laws and regulations of the People’s Republic of China and Beijing Municipality on the use of property and management of the park during the lease term (the “Term”) set forth in Part [4] of Schedule [I] hereto, and during the Term, Party B shall not alter the lease purpose of the leased Unit without the prior written consent of Party A.

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

Article 2 Lease Term and Rent-Free Period

The lease term of the leased Unit has been included in Part [4] of Schedule [I] hereto.

2.1	[Lease Term] In accordance with the contract between Party A and the owner of property at Xishiku No. 31, there are two phases: phase 1, 2 years and 4 months. The firstlease term is from August 1, 2019 to November 30, 2021, and the second phase shall be implemented for a period of 2 years and 8 months upon the successful renewal of the lease by Party A and the owner of property, which is from December 1, 2021 to July 31, 2024. In case Party A fails to renew the lease of the leased property with the owner, this Contract shall naturally terminate after both Parties perform the first phase, without any responsibility by the two Parties.
2.2	[Delivery List] Upon the delivery of the leased Unit by Party A to Party B, Party A shall deliver the leased Unit in accordance with the contents confirmed by both Parties in Schedule [VII] Delivery List of Leased Unit, and Party A warrants that the leased Unit has been in compliance with the Delivery Condition (See Article 7.6 of this Contract).
2.3	[Rent-Free Period] The rent-free period of the leased Unit has been included in Part [4] of Schedule [I] hereto (the “Rent-free Period”). Within the Rent-free Period, Party B shall not be required to pay Party A the rent for the property, but Party B shall still pay Party A the management service fee of the property and water, electricity and other fees payable in Article 3.3 and 3.4 herein. The rent-free period shall be implemented in two times, i.e., for the first lease year, the rent-free period shall be implemented for [two months], and for the second lease year, the rent-free period shall be implemented for [one month].
2.4	[Expiration of Lease] Unless otherwise agreed by both Parties, Party A shall have the right to take back the leased Unit upon the expiration of the lease term.

Article 3 Rent, Management Service Fees and Other Expenses

3.1  [Rent]

Party B shall pay to Party A the rent set forth in Part [1] of Schedule [II] hereto in the manner and on the dates set forth in the entire Lease Term. The rent shall be paid to Party A within five days after the Parties enter into a formal lease contract. This Contract shall become effective upon the receipt of such amount into the account of Party A. Party B agrees that the annual rent for the 2 years plus 4 months for the first phase shall be increased by no less than 4% each year, and the rental standard for the 2 years plus 8 months for the second phase lease term shall be increased accordingly based on the lease renewal terms between Party A and the owner of property at Xishiku No. 31, with the specific rent set forth in the supplementary agreement to be entered into by and between Party A and the owner of property after the successful lease renewal.

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

3.2 [Management Service Fees of the Park]

Party B shall pay to Party A the park management service fee set forth in Part [2] of Schedule [II] hereto in the manner and on the dates specified throughout the Lease Term. The park management service fee shall be paid by Party B to Party A together with the rent after the Parties enter into a formal lease contract. Party B agrees that during the lease term, either Party A or Party A shall have the right to adjust the park management and service fee synchronizing with the governmental authorities in charge of price adjustment or the market price level. During the contract term, the increase percentage of the park management service fee shall be the same as the rent.

3.3 [Other Expenses]

In addition to the above rental and the park management service fee, all the expenses including but not limited to electricity, water, heating, telephone, TV reception, internet access, indoor facilities maintenance, indoor hygiene and other costs during the lease term shall be borne by Party B. If Party B advances the fees to be paid by Party A, Party A shall return the corresponding fees to Party B on the basis of the relevant payment credentials presented by Party B. Party B agrees that during the lease term, Party A has the right to adjust the aforesaid fees synchronizing with the governmental authorities in charge of price adjustment or the market price level. In case such adjustment should be notified to Party B by Party A at least 1 month in advance. And Party A shall provide related adjustment basis to Party B. The parking fee is calculated by the owner of property at Xishiku No. 31, where Jiusi Cultural Creative Park is located, in accordance with the approved price approved by NDRC, and paid directly by Party B to it.

3.4 [Time of Payment]

(1)

Payment of rent and park management service fee shall be prepaid, and the payment period is [3 months]. Party B shall pay Party A the rent and park management service fee within five days after both parties sign the formal lease contract. Throughout lease term, Party B must pay Party A the rent, the park management service fee in advance for the next phase of lease term 15 days prior to the next lease term. In case of occurrence of any national statutory holiday or public holiday which coincides with the statutory holiday, Party B shall bring the payment date of rent and park management service fee forward to the working day before the above-mentioned holiday. If Party B fails to make payment on time, Article 12.1 of this Contract shall apply.

(2)

Party A shall, after actually receiving the rent and park management service fee paid by Party B, , issue VAT invoice which is in line with national rules and regulations, except for the delay caused by update or upgrade of state tax authority or policies and systems.

Article 4 Deposit

[Definition] Party B shall pay Party A the rent deposit listed in part [3] of Schedule [II] hereto as well as the deposit for the park management service fee listed in part [3] of Schedule [II] five (5) days after the Parties enter into the formal lease contract. The rent deposit and the deposit for the park management service fee are collectively referred to as the deposit.

4.1 [Refund of Deposit] If the Lease Term expires or this Contract is early terminated or rescinded, Party B shall perform all the obligations set out in Article 10.4 of this Contract. After the return of the leased Unit in accordance with that article to Party A, Party A shall have the right to refund the balance of the deposit to Party B in Renminbi (without interest) after deducting the rent, park management service fee, other fees, breach of contract damages, compensations and other fees that shall be borne by Party B (if any) within 30 days. If the deposit is not sufficient to pay the aforesaid fees, Party B shall make up the shortfall within 5 working days of receipt of the written notice from Party A and/or Party A. Upon occurrence of any circumstance as prescribed in Article 10.2 hereof, Party A shall have the right to treat the deposit as liquidated damages instead of deducting all the fees Party B owes from the deposit.

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

4.2	[Deposit Offset] Unless Party A and Party B unanimously agree upon between them, Party B shall not use the deposit to offset the rent or other amounts payable by it.
4.3	[Deposit Replemishment] At any time during the lease term, the deposit shall be equal to the sum of [three months] rent and park management service fee of the property. If the deposit is not sufficient, Party B shall pay the shortfall within 5 working days of receipt of the written notice from Party A and/or Party A.

Article 5 Lease Renewal

5.1

[If Renewal] If Party B intends to extend the lease at the expiration of the lease term, it shall notify Party A in writing within [90] to [60] days prior to expiration of the lease term and negotiate with Party A. The rent during the renewal term shall be based on those negotiated by the Parties.

5.2

[If No Renewal] If the Parties fail to decide to enter into a renewal contract, upon prior notice to Party B, Party A may accompany the new tenant to visit the leased Unit to Party B during the normal business hours (to the extent not interfering with Party B’s normal business activities) within [60] days prior to the expiration of the lease term hereof, and Party B shall not have any objection thereto and shall provide assistance.

Article 6 Decoration and Renovation

6.1	[Decoration Manual] After Party B and Party A complete the handover procedure of the leased Unit in accordance with the provisions of the Client Manual, Party B may go through the decoration formalities in accordance with the provisions of the Decoration Manual so that the leased Unit can start the decoration. Party B’s decoration and renovation shall be carried out in accordance with the provisions of the Decoration Manual.
6.2	[Conditions for Decoration] If Party B re-decorates or refurbishes the interior of the leased Unit during the lease term, the construction works of the park shall under no circumstances affect the building structure of the park and the interests of other tenants, and Party B shall notify Party A in writing fourteen (14) days prior to the commencement of the construction works. Only with the written consent of Party A and the relevant authorities (if necessary) may Party B go through the relevant procedures and carry out decorations pursuant to the provisions of the Decoration Manual.
6.3	[Decoration Liabilities] Party B shall carry out the decoration works provided that the decoration design, materials selection and construction plan comply with the national regulations governing fire control and safety. Party B shall provide Party A with the undertaking letter regarding fire control and safety liability before the commencement of the construction, and the decoration construction company entrusted by Party B shall enter into with Party A liability letter regarding fire control and safety liability during decoration works. Party B shall be liable for all consequences arising from the decoration works and renovation works.

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

6.4

[Hidden Risks in Decoration] If within the scope of the leased Unit, Party A or relevant authorities discover any danger or other hidden safety risks (normal wear and tear of the public supporting facilities in the Unit shall be borne by Party A), and upon reasonable request of Party A or the relevant authorities, Party B shall repair or replace any equipment and pipes installed by it within the time specified by Party A.

6.5

[Installation of Air-conditioning Equipment] Party B shall install the Air-conditioning Equipment in the leased area on its own but it must comply with the relevant national industry standards and meet the power load requirements of the leased area.. If it causes losses to Party A due to improper installation, Party B shall bear all the consequences on its own and shall indemnify Party A’s losses.

Article 7 Rights and Obligations of Party A

7.1

[Rent collection right and continuous guarantee of lease status obligation] Under the premise that Party B pays the Deposit, rent, park management service fee and other fees in accordance with the terms of this Contract and performs this Contract, Party A shall ensure the safe and normal use of the leased Unit by Party B during the entire Lease Term. Party A or the property owner shall have the right to repair and reconstruct the building, but shall minimize the impact of the works on the normal operation of Party B.

7.2

[Scope of Party A’s repairs] The following repair responsibilities shall be borne by Party A:

（1）	The Public Areas of the leased Unit (excluding the fees incurred for repair damage caused by Party B);
（2）	Normal wear and tear of the main structure and ancillary facilities of the leased Unit.

7.3

[Repair and Management Responsibilities of Party A] Party A shall repair, fire control, rescue and test the fire control, air conditioning and other equipment and facilities in the leased Unit in a timely manner and shall conduct other management acts [excluding: fire control activities (which shall be designated and recognized by the fire authority of relevant national government) carried out by Party B in the leased Unit, settlement of air conditioning installation, fire control approval matters and relevant documents, but Party A shall provide assistance]. If Party A delays the repair, Party B may perform the repair for Party A or may hire a third party to perform the repair at the expenses of Party A.

7.4

[Emergency] In case of repair, fire control, rescue or test the fire fighting, air conditioning and other equipment and facilities in the leased Unit, Party A shall have the right to enter the leased Unit under the condition that it gives prior notice to enter the leased Unit to repair or maintain the leased Unit and test relevant equipment and facilities. In the case of emergency where Party A cannot get in touch with Party B in advance, Party A may enter into the leased Unit of a forcible nature and take necessary measures (Party A shall minimize losses and avoid expansion of losses, otherwise Party A shall bear liability for losses caused by Party A). However, a report shall be submitted to Party B in a timely manner afterwards.

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

7.5	[Decoration of the Public Areas] To decorate the Public Areas of the building as Party A deems necessary.
7.6	[Delivery Conditions] To deliver the leased Unit to Party B in accordance with the standards and time limit agreed in this Contract. Upon delivery, the leased Unit shall be maintained in a condition suitable for decoration, and there shall be no garbage or other obstacles or abandoned objects left in the rooms. Upon delivery, any articles within the leased Unit, except those set forth in Schedule [VII] hereto, shall be deemed to have been abandoned, and Party B shall not be responsible for any of the items lost in the leased Unit.
7.7	[Fire Control Liability] Party B shall not change the existing fire control measures in the leased Unit without Party A’s consent. If the fire control end equipment shall be added by Party B according to the latest fire control standards, the scheme drawings shall be submitted to Party A. After review and approval of Party A, Party B shall be responsible for the construction on its own.

Article 8 Rights and Obligations of Party B

	Throughout the Lease Term, Party B shall have the following rights and undertake to comply with and perform the following provisions and obligations:
8.1	[Make timely payment] To pay the rent, the park management service fee and other fees under this Contract within the time limit agreed in this Contract.
8.2	[legal compliance] Party B shall carry out the activities strictly in compliance with the laws and regulations of the People’s Republic of China. Party B shall not conduct any illegal activities or other activities that may cause damage or hindrance to Party A or other parties in the leased Unit.
8.3	[Compliance with the Contract] Party B shall comply with the terms and conditions of this Contract and the provisions of the Client Manual and the Decoration Manual and cooperate with Party A and Party A’s management of the Park.
8.4	[Use of Public Areas] In accordance with the management regulations of the Park, Party B shall have the right to use the public areas and facilities of the Park on equal basis with others. Meanwhile, Party B shall have the liability to keep the leased Unit and public area in clean conditions and the equipment and facilities in good condition. In case of damages caused to the leased Unit or the equipment and facilities in the common area (except for normal wear and tear and force majeure), Party B shall repair or replace the same within a specified time as required by Party A. In case of repair or replacement by Party A, Party B shall bear the expenses. Party B shall actively cooperate with Party A in the inspection and maintenance of the leased Unit. Party B shall be liable for compensation for any personal and property damage caused to Party A or a third party due to the delay of maintenance of the Park.

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

8.5	[Decoration and Alterations] Any decorations and alterations made by Party B shall be carried out after the written consent from Party A. If government approval is required in advance, Party B shall go through the relevant examination and approval procedures. Without the written consent of Party A and Party A, Party B shall not occupy or alter any areas other than the leased Unit.
8.6	[Liabilities of Accidents] Party B shall promptly notify Party A in writing any personal injury or death occurring to the leased Unit and any damage to the leased Unit. In the event of fire alarm or other accident, in addition to immediately calling the police and taking necessary measures, Party B shall also inform Party A. Party B shall bear the liabilities and economic compensation in accordance with its fault and bear the liabilities and economic compensation for any personal injury or death and/or property loss or damage caused by any activity or accident occurring in the leased Unit.
8.7	[Responsibilities of Fire Control, Security and Public Security] Party B shall bear the responsibilities of fire control, security and public security in the leased Unit.
8.8	[No Open Fire] Party B shall not use natural gas or open fire in the leased Unit.
8.9	[Responsibilities of Party B’s people] Any act conducted by Party B’s employees, invitees or visitors in the leased Unit shall be deemed as Party B’s own acts and Party B shall be fully liable to Party A.
8.10	[No Sublease or assignment] Party B shall not sublease or assign the leased Unit in whole or in part to any third party or use the Unit jointly with any third party, unless otherwise agreed upon by the Parties.
8.11	Party B shall provide Party A with the licenses, approvals or permits issued by the relevant government authorities which are valid during the lease term. Party B shall not use the leased Unit for purposes other than the lease purpose, otherwise Party B shall bear all the liabilities and consequences arising therefrom. Upon the expiration or replacement of Party B’s valid license, approval or permit, Party B shall make documentation to Party A in a timely manner. Party B shall carry out the cultural and creative industry project strictly in accordance with the scope specified in the Classification Form of Beijing Cultural and Creative Industries; otherwise, Party B shall bear all the liabilities and consequences arising therefrom. Party B shall actively cooperate with Party A in providing Party A with relevant materials and information required by the Premises.
8.12	[Insurance Recommended] Party A advises Party B to procure insurance from an insurance company with good reputation for its properties, articles, furnishings and decorations in the leased Unit at its own expense so as to reduce risks and increase protection.
8.13	[Neighboring Relationship] If the activities of another office unit adjacent to Party B violate the law or interfere with its normal business activities, Party B shall have the right to make a complaint to Party A or the property management company, and Party A or its agents shall provide assistance in resolving such complaint.
8.14	Party B shall check the equipment and facilities of the leased Unit with Party A before entering the site for decoration. Party B shall be allowed to enter the site for construction only after being confirmed and signed by both parties.

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

8.15

Party B shall obtain the relevant licenses and permits for operation in compliance with the provisions of the administrative authorities for industry and commerce, tax and other administrative authorities in Xicheng District (where Jiusi Cultural Creative Park is located), otherwise Party B shall bear corresponding liabilities. Party A may cooperate in providing relevant materials for the valid registered address that may be used as offices within Jiusi Cultural Creative Park, at Party B ‘s cost.

8.16

After the execution of this Contract, Party B shall also comply with the relevant regulations of the Client Manual and Decoration Manual formulated by Party A.

Article 9 Party A reserves the following rights:

9.1	[Municipal Facilities] The owner of municipal utilities shall have the right to ensure all service pipelines supply to the park or buildings adjacent thereto pass through the leased unit without interruption. Such owner of municipal utilities or its staff shall have the right to enter the leased unit with prior notice to Party A to inspect, repair, replace and construct new service pipelines so as to connect the park or to attach to the park for provision of municipal utilities.
9.2	[Name Change] During the lease term, Party A shall have the right to change the name of the park or parts of it. Party A shall not bear any costs incurred to Party B due to the name change; provided, however, that Party A shall notify Party B one (1) month before the name change. In case Party B cannot have normal operation due to the renaming of the park, Party B shall have the right to terminate the lease contract with a one- month notice to Party A, and Party A may return the outstanding rent, park management service fee, and return the deposit to Party B. Otherwise, Party A shall be entitled to refund the outstanding rent, the park management service fee and the deposit to Party B after deducting one month rent.
9.3	[Decoration of Non-leased Unit] Party A shall have the right to rebuild, expand, remove or decorate any other part of the unit not included in the leased Unit. Party A shall have the right to give Party B a one-month prior written notice.
9.4	[Party A’s Exemption] Party A shall not be liable for the following matters if those matters are not attributable to Party A:

(1)	In order to carry out necessary building repair and maintenance works, and the temporary stop of use of the public facilities not for any reason attributable to Party A.
(2)	Party B suffers losses due to Force Majeure or other reasons not attributable to Party A.
(3)	Other losses caused to Party B by Party B or a third party.
(4)	Theft and destruction in the leased Unit.

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

Article 10 Termination and Rescission of this Contract

10.1

[termination] The parties may terminate this Contract by reaching a written agreement through consultation.

10.2

[Party A’s unilateral termination right] Unless otherwise stipulated by laws and regulations or provided in this Contract, Party A shall have the right to terminate this Contract with immediate effect and repossess the leased Unit, in any of the following circumstances. Moreover, 1) the deposit paid by Party B in accordance with part [3] of Schedule [II] hereof shall be treated as the liquidated damages and shall not be refunded; 2) Party B shall pay up the unpaid rent, the park management service fee and the rent of the rent-free period; and 3) Party A reserves the right to recover the losses caused thereby by Party B.

(1)	Party B conducts illegal business operations in violation of the laws or regulations of the People’s Republic of China;
(2)	Party B becomes insolvent due to bankruptcy.
(3)	Party B fails to pay the rent, the park management service fee, the deposit and other fees (including water, electricity, and other fees that should be paid on time) (see the user’s manual) or Party B fails to make up for the shortfall of the deposit within the time limit agreed on herein, and Party B fails to pay or supplement in full within 30 days upon expiry of the time limit agreed on in this Contract.
(4)	Party B changes the main structure of the leased Unit without authorization.
(5)	Party B unilaterally terminate this Contract for reasons attributable to Party B.
(6)	Other circumstances under which Party A shall have the right to unilaterally terminate or rescind this Contract due to reasons attributable to Party B.
(7)	In the event of Party B’s breach of this Contract again after receiving a written warning from Party A and causing any loss or damage, Party A may terminate this Contract unilaterally based on the severity of Party B’s breach.

10.3

[Party A’s unilateral right to terminate] If this Contract is terminated due to reasons attributable to Party A, Party A shall notify Party B one month in advance, refund the deposit, the prepayment of the rent and park management service fee (deducting the rent, park management service fee and relevant fees occurred on or before the removal date) in full within 30 days upon termination of this Contract, and pay the fee equivalent to the deposit as liquidated damages.

10.4

[Return of Leased Unit] Party B shall complete the return of the Leased Unit in accordance with this Article within five (5) days after the expiry of the Lease Term or early termination or rescission of this Contract.

(1)

Party B shall complete the procedures on relocation with Party A in accordance with the provisions of the Client Manual.

(2)

If neither party commits no breach of contract upon the expiry of this Contract, Party B shall demolish the decoration and restore the premises to its original state, provided that it must obtain the written consent of Party A, otherwise Party A shall not refund the deposit to Party B. For the decorative and decorative materials that do not form attachment, Party A must permit such removal if Party B requests to do so. In the event that Party B does not demolish the decoration or renew the lease, the decoration shall belong to Party A, but Party A shall refund the deposit to Party B.

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

(3)	In the event that this Contract has not expired and Party B unilaterally requests to terminate this Contract, Party B shall leave the leased Unit in its current as-is status, and the decorations on the premises shall belong to Party A. Party B shall not damage the original basic decoration, facilities and equipment and articles in the leased premises. After Party B withdraws from the leased premises, the goods left over shall be deemed to be abandoned, and Party A shall have the right to dispose.
(4)	Upon consultation with Party B and written consent of Party B, Party A shall have the right to recover the leased Unit on the “as-is, where-is” basis at the expiry of the lease term without Party B’s paying any additional compensation. In this case, Party A shall refund the deposit to Party B.
(5)	Party B shall complete the relocation procedures for the registered address (if any) provided by Party A within fifteen (15) days following the expiry of the lease term or early termination or rescission of this Contract, and provide Party A with the relevant certificate.

10.5	[Force Majeure Termination] If the occurrence of any force majeure mentioned in Article 11 hereof renders both parties unable to continue the performance of this Contract, this Contract shall be terminated.
10.6	[Party B’s unilateral right for termination] Party B shall be entitled to early terminate this Contract by notifying Party A three months in advance. In this case, Party A shall not refund the deposit already paid. Within 30 days after Party B moves out of the leased Unit, the prepaid rent and park management service fee shall be deducted from the rent and park management service fee incurred prior to the day Party B moves out of the leased Unit (including that day). The balance of such fee shall be refunded, or Party A shall have the right to deduct the prepaid rent for three months and the park management service fee. If the period is less than three months, Party B shall pay the shortfall within 5 working days.
10.7	[Party B’s unilateral right for termination] After Party B unilaterally terminates this Contract and before Party B moves out of the leased Unit, Party A shall have the right to accompany the new tenant to visit the leased Unit to Party B’s use during the normal business hours with a prior notice to Party B (so as not to interfere with Party B’s normal business activities), and Party B shall not oppose the same and shall provide assistance to Party A.
10.8	[termination of contract] If the contract is not successfully renewed by Party A and owner of property at Xishiku No. 31 before the expiration of the lease term for the first phase hereof, this Contract shall terminate naturally, the lease term for the second phase shall not be performed, and the lease term for the second phase shall not be performed, and the Parties shall not bear any liability therefor.

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

Article 11 Force Majeure and Disclaimer of Liability

11.1

Should either party be prevented from executing this Contract by force majeure, such as earthquake, typhoon, rainstorm, war, riots, policies and other unforeseeable events and their occurrence and consequences are unpreventable or unavoidable, the affected party shall provide the other party with notice thereof without any delay, and within fifteen (15) days thereafter provide the detailed information of the event and a supporting document for the reason of its inability to execute all or any part of this Contract or of the necessity to delay such execution. The document shall be issued by the local notary office where the force majeure event occurs. The party encountering the force majeure shall be exempted from the liabilities of compensation to the other party.

11.2

Unless otherwise stipulated in this Contract, if the leased Unit cannot be used or cannot be used due to force majeure or the reason not attributable to Party B, the two parties shall seek solution through consultation.

Article 12 Default Liabilities

12.1

If Party B fails to pay in full the rent, deposit, the park management service fee and other fees payable (including water rate, electricity rate and other fees payable) within the time period specified in this Contract, or fails to make up for the deposit within the time period specified in this Contract, Party B shall pay liquidated damages in the amount equal to 0.2% of the total outstanding payments per day until the actual repayment date (both the due date and the actual repayment date are included). Meanwhile, Party A or Party A shall have the right to take such measures as deemed reasonable by Party A, including without limitation, cutting off the supply of utilities (including but not limited to water and electricity) to the leased Unit and the park services provided by or in connection with the park. During the aforesaid cut-off period, Party B shall still pay the rent, the park management service fee and other fees stipulated in this Contract. Any losses suffered by Party B due to the aforesaid cutting off shall be borne by Party B. If Party B fails to pay or supplement the deficiency for more than 30 days, Party A shall have the right to terminate this Contract.

12.2

If Party A fails to deliver the leased Unit on time due to Party A’s reasons, Party A shall waive all expenses in connection with the leased Unit including the rent and the park management service fee from the Commencement Date to the date on which the leased Unit is delivered to Party A. The date of payment of the rent and the park management service fee shall be calculated from the date of takeover of the premises, and the rent-free period shall commence from the date of actual takeover of the premises by Party B. In the event that Party A delivers the leased Unit to Party B in accordance with the standards and within the time period as set forth in this Contract but fails to complete house inspection in a timely manner due to Party B’s reasons, Party A shall not waive the rent and the park management service fee for the period before Party B makes such inspection.

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

12.3	If this Contract is rescinded or terminated early for reasons not attributable to Party B (except for force majeure), Party A shall refund the deposit and the prepayment of rent and park management service fee in full amount (deducting the rent, management service fee and relevant expenses occurred on and before the removal date) to Party B and pay Party B liquidated damages in the amount equivalent to three months (of the current year) rent.
12.4	If this Contract is terminated due to reasons attributable to Party B, Party B shall pay Party A liquidated damages in the amount equivalent to three months (of the current year) rent. Party A shall refund the deposit and the prepayment of rent and park management service fee (if any) to Party B after deducting the sum of the rent, park management service fee and other fees incurred on and before the date of transfer. In case the deposit and the prepayment of rent and management service fee of the park is not sufficient to cover the above expenses, Party B shall make up the deficiency within 3 working days after receiving Party A’s written notice. If the amount of the liquidated damages is equal to the amount of deposit, Party A may offset directly the liquidated damages, and the deposit shall not be refunded.
12.5	Except for the foregoing, the Parties shall perform this Contract in accordance with the provisions. Any Party in breach of this Agreement shall bear the liability for breach of contract to the other Party.

Article 13 Waiver of Rights

13.1 When Party B commits any breach of contract and Party A has already collected the rent, Party A shall not be deemed as a waiver of its right to make such breach. Party A’s waiver of any of its rights under this Agreement may only be made subject to Party A’s written confirmation. If Party B’s rental payment or other payments fall short of the amounts specified in this Contract or if Party A accepts insufficient rental or other payments, such underpayment shall not be deemed as Party A’s consent to the underpayment, which shall not affect Party A’s right to claim the overdue rental and other payments or affect its right to take other measures in accordance with the provisions of applicable PRC laws.

Article 14 Settlement of Disputes

14.1	[Applicable Law] The conclusion, interpretation, performance of this Contract and the settlement of disputes shall be governed by the laws of the People’s Republic of China and shall be governed by the laws of the People’s Republic of China (excluding HK SAR, Macao SAR and Taiwan region).
14.2	[Consultation for Resolution] All disputes in connection with this Contract or the performance thereof shall be settled through friendly consultation as far as possible.
14.3	[Jurisdiction] If a dispute cannot be resolved through consultation, either Party may file a lawsuit in the people’s court of competent jurisdiction where Jiusi Cultural Creative Park is located.

Article 15 Fees and Expenses

15.1	Each Party shall bear its own incidental expenses incurred in connection with this Contract. Other taxes and duties published by the Government of the People’s Republic of China from time to time shall be borne by the Parties respectively in accordance with the relevant regulations.
15.2	All the expenses claimed by Party A and Party B against the other Party shall be supported by corresponding evidences.

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

Article 16 Supplementary Provisions

16.1	If there is any discrepancy between this Contract and all agreements, letters of intent, memorandums and letters signed by the Parties prior to this Contract, this Contract shall prevail.
16.2	[Appendices, Amendment and Supplement to this Contract] Any amendments of and matters not covered by this Contract shall be agreed upon by both parties and become effective upon a written supplementary agreement. The supplementary agreement, all appendices and ancillary agreement hereto shall constitute an integral part of this Contract, and shall have the same legal force as this Contract.
16.3	Notices and Delivery

(1)	All the notices required to be given under this Contract shall be in writing.
(2)	Each Party shall send written notices to the other Party at the following address. If either Party changes its mailing address and mailing information, such change shall be notified within seventy-two (72) hours after the change. If the other Party fails to receive the notification of change, the notices sent to the following addresses shall be deemed to have been received at the time specified in the following paragraph.
	Mailing Address of Party A: 1st Floor, Building 5, Jiusi Cultural Creative Park, No. 31
	Xishiku Ave,
	Postal Code: 100034
	Facsimile Number: 010- 66028831
	Attention: LI Jian
	Mailing Address of Party B:
	Postal Code:
	Facsimile Number:
	Attention:

(3) If the notice is sent by facsimile, the time of sending shall be regarded as the time of service; if the notice is delivered by hand, the time when the notice is received by the addressee; if the notice is delivered by post (including express mail), the service time shall be the third working day after it is posted. Either party shall be obliged to contact the other party by telephone after sending the written notice to ensure the smooth delivery of the written notice.

16.4	[Severability] Each of the provisions contained in this Contract is an independent provision, so if any of the provisions is held invalid, the legal effect of the remaining provisions shall not be affected.
16.5	[Effectiveness] This Contract shall become effective upon signature by Party A and Party B and payment of the Deposit by Party B to Party A in full. This Contract and its schedules are written and executed in Chinese language. This contract is made in duplicate, each of which shall be held by Party A and Party B, each of which shall have the same legal force.

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

Signature Page

This Contract shall be sealed by both Parties or signed by their authorized representatives:

Party A:	Party B:
Legal or authorized representative: (signature)	Legal or authorized representative: (signature)
Date: August 1, 2019	Date: August 1, 2019

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

Schedule I

Details of the Unit Leased and Lease Term

1 Part – Leased Unit

This park	[31 Xishiku Street]
Leased Unit	The park area: Suite C-1002

2 Part – Leased Area

Leased Area The actual leased area of the unit leased is: Totaling 746.3 square meters.

3 Part 3 – Lease Purpose

Lease Purpose Office

4 Part – Lease Term

Lease Term

There are two phases in total: [5 years]. The lease term of the leased Unit is as follows: Phase I [2 years plus 4 months] from August [2], 2019 (inclusive) to November [30], 2021. If the lease is renewed successfully by Party A and the owner of property at Xishiku No. 31, the parties can continue to perform the lease term for Phase II [2 years and 8 months], i.e. from December 1, 2021 to July 31, 2024. In case Party A fails to successfully renew the lease with the property owner, this Contract shall terminate naturally after Party A has performed the first phase, for which neither party shall bear any responsibilities. Party B must make full payment of the Deposit and Rent as set forth in Article 3 and Article 4 of this Contract. The Leased Unit Delivery List (refer to Schedule VII) shall be deemed to have been delivered after Party A and Party B have signed and sealed and handover the key to the Leased Unit.

Rent-free Period

[3 months] totally. The Rent-free Period shall be separated in two parts from the effective date of this Contract. For the first year, the rent-free term shall be two months, Namely: The first time shall be from August [2], 2019 to October [1], 2019 (both the starting day and the end day are included) The second time shall be from August [1], 2020 to August [31], 2020 (both the starting day and the end day are included)

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

Schedule II

Rent, Park Management Service Fee and Deposit

 1 Part – Rent (to be paid by Party B to Party A)

Description for calculation:  1. Annual Rent = area * unit price * 365 days; Monthly Rent = Annual Rent/12 months; The first year’s rent shall be 364 days;

2. The rent for the third year of the first phase shall be 4 months;

3. The Rent-free Period shall be in two parts: for the first year, the rent shall be exempted for two months, meaning that for the first year shall be 10 months/year and eleven months for the second year.

4. The above is the rent for the first phase, the increase of the rent for the second phase shall be correspondingly based on the successful renewal of the lease by Party A and the property owner.

 
2 Part – Park Management Service Fee (to be paid by Party B to Party A)

The calculation formula:  1. park management service fee = area * unit price * 365 days. Monthly service fee = annual service fee/12 months. The service fee for the first year shall be 364 The calculation of days;

2. The park management service fee for the third year shall be four months;

3. Rent-free period non-exempted from the park management service fee during rent-free period

4. The above is the park management service fee for the first phase, the increase of the park service fee for the second phase shall be correspondingly based on the successful renewal of the lease by Party A and the property owner.

Within the lease term, Party A or Party A shall have the right to adjust the park management service fee synchronizing with government authorities in charge of price adjustment or the market price level. During the rent-free period, the park management service fee shall not be reduced or exempted.

3 Part – Deposit and Down Payment

Remark:	1.	Deposit = monthly rent of the premises * (3) months + the park management service fee * (3) months
	2.	The first installment: Does not include the rent for two (2) months rent-free period, but including the park management service fee for the two (2) months rent-free period

Total amount of [RMB 778,738] to be paid after the execution of this contract

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

4 Part – Time and Terms of Payment

Payment schedule:

The rent and management service fee of the park shall be prepaid. The payment period is [3 months]. Party B shall pay the first installment of rent and park management service fee to Party A within five days after both parties enter into the formal lease contract. Throughout lease term, Party B must pay Party A and the park management service fee in advance for the next phase of lease term 15 days prior to the next lease commencement term. In case of occurrence of any statutory holiday or public holiday which coincides with the statutory holidays, Party B shall bring forward the payment time of rent and management service fee of the park to the day before the aforesaid statutory holidays.

Note:

The deposit as specified in Article 4.3] of the deposit shall be equal to the sum of the current rent and park management service fee of [three (3) months].

Please see the following Payment Details:

First Phase

Payment Method: Bank Transfer

Bank Details of both parties

Party A: Jiusicheng Investment Management (Beijing) Co., Ltd.,

Tax Payer Identification Number: [************************]

Bank: [************************]

Account Number: [************************]

Party B’s Bank Account Information:

Party B: Yubo International Biotech (Beijing) Limited

Tax Payer Identification Number: [************************]

Bank: [************************]

Account Number: [************************]

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

Schedule III – Special Terms

1. Unless otherwise specified, if any clauses and contents of any part of this Contract are inconsistent with any Special Terms and Conditions, the Special Terms and Conditions shall prevail.

2. The Contract is executed by Party B being a natural person and in the name of such natural person when executing this Contract, who is the company established and registered later as the legal representative or shareholder thereof. Party B shall guarantee that the registered company under this Contract completes the industrial and commercial registration formalities within three months after the execution of this Contract, and shall renew the signing of the Lease Contract between Party B and our party in the name of the company.

3. Change of the contract party. Such change shall be made free of charge after being confirmed by both parties hereto subject to the confirmation of both parties hereto for the performance of contractual rights and obligations. The costs for applying for and obtaining relevant property information arising from the change of the lessee shall be paid to the property owner, and Party B shall bear deposit (if no examination is necessary, no deposit is required). The lessee after the change shall succeed to all rights and obligations of the lessee before the change, and if the new entity fails to assume the rights and obligations under the lease contract, the previous entity shall assume joint and several liabilities for the terms of the lease contract.

4. Party B shall not remove or alter all the pipelines and ventilation ducts in the kitchen and toilet in the park, and the gas pipelines in the kitchen shall not be sealed. If Party B violates the above provisions and causes damage to the waterproof layer caused by Party B’s removal or alteration of the above walls and floors and any loss to Party A or any third party, Party B shall bear full responsibilities and make compensation. The improvements within the leased Unit shall be in compliance with the relevant provisions including decoration and reconstruction stipulated in Article 6 of this Contract.

5. In order to unify the public image of the entire floor, Party B shall not change the color of the exterior walls, doors and windows and other public facilities without the consent of Party A.

[The remainder of this page is intentionally left blank.]

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

Schedule IV – Floor Plan of Leased Units

Floor Plan:

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

Schedule V – Copy of Party A’s Business License and Power of Attorney by Legal Representative

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

Schedule VI – Copy of Party B’s Business License and Power of Attorney of Legal Representative

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

Schedule VII – Delivery List of Leased Unit

The Equipment Room No.	Air Conditioning (table)	Lamps (lamps)	Smoke  detectors (s)	Sprinklers (s)	Water meter (s)
No.	Table	Lamps

The said quantity shall be subject to on-site check by both Parties.

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

Schedule VIII –Business License of Leased Unit Property Owner

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

Schedule IX –Building Ownership Certificate of Leased Unit (Property Ownership Certificate of Jingyi)

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九思成投资管理（北京）有限公司 北京市西城区西什库大街 31 号院九思文创园

Schedule X –Document of Property Owner’s Consent to Sub-lease

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EX-10.12

EXHIBIT 10.12

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of  January ___, 2021, is made by and between YUBO INTERNATIONAL BIOTECH LIMITED (f/k/a Magna-Lab, Inc.), a New York corporation (the “Company”), and the undersigned, who is either a director or an officer of the Company (the “Indemnitee”), with this Agreement to be deemed effective as of the date that the Indemnitee first became a director or an officer of the Company.

RECITALS

A. The Company is aware that competent and experienced persons are reluctant to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance and indemnification, due to the exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

B. The Board of Directors of the Company (the “Board”) has concluded that, to retain and attract talented and experienced individuals to serve as officers or directors of the Company, it is necessary for the Company contractually to indemnify certain of such persons and to assume for itself maximum liability for expenses and damages in connection with claims against such persons in connection with their service to the Company;

C. Section 772 of the New York Business Corporation Law, under which the Company is organized (“Section 772”), empowers the Company to indemnify by agreement its present and former officers and directors and persons who serve, at the request of the Company, as directors or officers of other corporations, partnerships, joint ventures, trusts, or other enterprises and expressly provides that the indemnification provided by Section 772 is not exclusive; and

D. The Company desires and has requested the Indemnitee to serve or continue to serve as a director or an officer of the Company free from undue concern for claims for damages arising out of or related to such services to the Company.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Definitions

1.1Agent. For the purposes of this Agreement, “agent” of the Company means any person who is or was a director or an officer of the Company or a subsidiary of the Company; or is or was serving at the request of the Company or a subsidiary of the Company as a director or an officer of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise or an affiliate of the Company. The term “enterprise” includes any employee benefit plan of the Company, its subsidiaries, affiliates, and predecessor corporations.

1.2Company. For purposes of this Agreement, the “Company” includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors or officers so that any person who is or was a director or an officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or an officer of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Agreement with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

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1.3Expenses. For the purposes of this Agreement, “expenses” includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, or appeal of a proceeding or establishing or enforcing a right to indemnification or advancement of expenses under this Agreement, Section 772 or otherwise; provided, however, that expenses shall not include any judgments, fines, ERISA excise taxes or penalties, or amounts paid in settlement of a proceeding.

1.4Fines. For purposes of this Agreement, references to “fines” includes any excise taxes assessed on a person with respect to any employee benefit plan.

1.5Liabilities. For purposes of this Agreement, “liabilities” means judgments, fines, ERISA execute taxes or penalties, and amounts paid in settlement in connection with a proceeding.

1.6Other Enterprises. For purposes of this Agreement, “other enterprises” includes employee benefit plans.

1.7Proceeding. For the purposes of this Agreement, “proceeding” means any threatened, pending, or completed action, suit, or other proceeding, whether civil, criminal, administrative, or investigative.

1.8Subsidiary. For purposes of this Agreement, “subsidiary” means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more of its subsidiaries, or by one or more of the Company’s subsidiaries.

1.9Serving at the Request of the Company. For purposes of this Agreement, “serving at the request of the Company” includes any service as a director or an officer of the Company that imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

2.Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at the will of the Company (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an agent of the Company, faithfully and to the best of his ability, so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the charter documents of the Company or any subsidiary of the Company; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation that the Indemnitee may have assumed apart from this Agreement), and the Company and any subsidiary shall have no obligation under this Agreement to continue the Indemnitee in any such position.

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3.Directors’ and Officers’ Insurance. The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors’ and officers’ liability insurance (“D&O Insurance”), on such terms and conditions as may be approved by the Board.

4.Mandatory Indemnification. Subject to Section 9 below, the Company shall indemnify the Indemnitee:

4.1Third-Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (except an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities of any type whatsoever incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee’s breach of those duties did not involve intentional misconduct, fraud, or a knowing violation of law; and

4.2Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonable entitled to indemnity for such expenses as the court deems proper; and

4.3Exception for Amounts Covered by Insurance. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such have been paid to the Indemnitee by D&O Insurance.

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5.Partial Indemnification and Contribution.

5.1Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever incurred by the Indemnitee in connection with a proceeding but is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled to indemnification.

5.2Contribution. If the Indemnitee is not entitled to the indemnification provided in Section 4 for any reason other than the statutory limitations set forth in the New York Business Corporation Law, then in respect of proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such proceeding), the Company shall contribute to the amount of expenses and liabilities paid or payable by the Indemnitee in such proportion as is appropriate to reflect (a) the relative benefits received by the Company on the one hand and the Indemnitee on the other hand from the transaction from which such proceeding arose and (b) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events that resulted in such expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines, or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

6.Mandatory Advancement of Expenses.

6.1Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation or Bylaws of the Company, the New York Business Corporation Law, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

6.2Exception. Notwithstanding the foregoing provisions of this Section 6, the Company shall not be obligated to advance any expenses to the Indemnitee arising from a lawsuit filed directly by the Company against the Indemnitee if an absolute majority of the members of the Board reasonably determines in good faith, within thirty (30) days of the Indemnitee’s request to be advanced expenses, that the facts known to them at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith. If such a determination is made, the Indemnitee may have such decision reviewed in the manner set forth in Section 8.5 hereof, with all references therein to “indemnification” being deemed to refer to “advancement of expenses,” and the burden of proof shall be on the Company to demonstrate clearly and convincingly that, based on the facts known at the time, the Indemnitee acted in bad faith. The Company may not avail itself of this Section 6.2 as to a given lawsuit if, at any time after the occurrence of the activities or omissions that are the primary focus of the lawsuit, the Company has undergone a change in control. For this purpose, a “change in control” shall mean a given person of group of affiliated persons or groups increasing their beneficial ownership interest in the Company by at least twenty (20) percentage points without advance Board approval.

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7.Notice and Other Indemnification Procedures.

7.1Notification. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.

7.2Insurance. If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies.

7.3Defense. In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (a) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in any such proceeding at the Indemnitee’s expense; (b) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice, and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

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8.Determination of Right to Indemnification.

8.1Success on Merits. To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 4.1 or 4.2 of this Agreement or in the defense of any claim, issue, or matter described therein, the Company shall indemnify the Indemnitee against expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, or appeal of such proceeding, or such claim, issue, or matter, as the case may be.

8.2Proof by Company. In the event that Section 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall nonetheless indemnify the Indemnitee unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8.4 below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.

8.3Termination of Proceeding. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere its equivalent, does not, of itself, create a presumption that a person (a) did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, (b) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that the person’s conduct was unlawful, or (c) the person’s act or failure to act constituted a breach of the person’s fiduciary duties as a director or an officer or the person’s breach of those duties involved intentional misconduct, fraud, or a knowing violation of law.

8.4Applicable Forums. The Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company and, if the Indemnitee is a director or an officer at the time of such determination, the determination shall be made in accordance with (a), (b), (c) or (d) below at the election of the Company:

(a)A majority vote of the directors who are not parties to the proceeding for which indemnification is being sought even though less than a quorum;

(b)By a committee of directors who are not parties to the proceeding for which indemnification is being sought designated by a majority vote of such directors, even though less than a quorum;

(c)If there are no directors who are not parties to the proceeding for which indemnification is sought, or if such directors so direct, by independent legal counsel in a written opinion;

(d)The stockholders of the Company;

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(e)A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two arbitrators so selected; or

(f)A court having jurisdiction of subject matter and the parties.

8.5Submission. As soon as practicable, and in no event later than thirty (30) days after the forum has been selected pursuant to Section 8.4 above, the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim.

8.6Appeals. If the forum selected in accordance with Section 8.4 hereof is not a court, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right to apply to a court of New York, the court in which the proceeding giving rise to the Indemnitee’s claim for indemnification is or was pending, or any other court of competent jurisdiction, for the purpose of appealing the decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.4 hereof is a court, then the rights of the Company or the Indemnitee to appeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court.

8.7Expenses for Interpretation. Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section 8 involving the Indemnitee and against all expenses incurred by the Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such proceeding was frivolous or not made in good faith.

9.Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement in the following circumstances:

9.1Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary, or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

9.2Unauthorized Settlements. To indemnify the Indemnitee hereunder for any amounts paid in settlement of a proceeding unless the Company consents in advance in writing to such settlement, which consent shall not be unreasonably withheld; or

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9.3Securities Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state, or local statutory law; or

9.4Unlawful Indemnification. To indemnify the Indemnitee if a final decision by a court having jurisdiction in the mater shall determine that such indemnification is not lawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication.

10.Non-Exclusivity. The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights that the Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to action in the Indemnitee’s official capacity and to action in another capacity while occupying the Indemnitee’s position as an agent of the Company, and the Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors, and administrators of the Indemnitee.

11.General Provisions.

11.1Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification and advancement of expenses to the Indemnitee to the fullest extent now or hereafter permitted by law, except as expressly limited herein.

11.2Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever, then: (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable that are not themselves invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable and to give effect to Section 11.1 hereof.

11.3Modification and Waiver. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

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11.4Subrogation. In the event of full payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary or desirable to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

11.5Counterparts. This Agreement may be executed in one or more counterparts, which shall together constitute one agreement.

11.6Successors and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of, the successors and assigns of the parties hereto. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or an officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.

11.7Notice. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given if (a) delivered by hand and receipted for by the party addressee, or (b) mailed by certified or registered mail, with postage prepaid, on the third business day after the mailing date. Addresses for notice to either party are as shown on the signature page of this Agreement or as subsequently modified by written notice.

11.8Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the state of New York, as applied to contracts between New York residents entered into and to be performed entirely within New York.

11.9Consent to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the state of New York for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.

11.10Attorneys’ Fees. In the event Indemnitee is required to bring any action to enforce rights under this Agreement (including, without limitation, the expenses of any proceeding described in Section 4), the Indemnitee shall be entitled to all reasonable fees and expenses in bringing and pursuing such action, unless a court of competent jurisdiction finds each of the material claims of the Indemnitee in any such action was frivolous and not made in good faith.

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IN WITNESS WHEREOF, the parties hereto have entered into this Indemnification Agreement effective as of the date first written above.

YUBO INTERNATIONAL BIOTECH LIMITED		INDEMNITEE
By:	/s/ Jun Wang	/s/ Jun Wang
Name:	Jun Wang	Jun Wang
Title:	Chief Executive Officer and President

[Signature Page to Indemnification Agreement]

EX-10.13

EXHIBIT 10.13

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of  January ___, 2021, is made by and between YUBO INTERNATIONAL BIOTECH LIMITED (f/k/a Magna-Lab, Inc.), a New York corporation (the “Company”), and the undersigned, who is either a director or an officer of the Company (the “Indemnitee”), with this Agreement to be deemed effective as of the date that the Indemnitee first became a director or an officer of the Company.

RECITALS

A. The Company is aware that competent and experienced persons are reluctant to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance and indemnification, due to the exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

B. The Board of Directors of the Company (the “Board”) has concluded that, to retain and attract talented and experienced individuals to serve as officers or directors of the Company, it is necessary for the Company contractually to indemnify certain of such persons and to assume for itself maximum liability for expenses and damages in connection with claims against such persons in connection with their service to the Company;

C. Section 772 of the New York Business Corporation Law, under which the Company is organized (“Section 772”), empowers the Company to indemnify by agreement its present and former officers and directors and persons who serve, at the request of the Company, as directors or officers of other corporations, partnerships, joint ventures, trusts, or other enterprises and expressly provides that the indemnification provided by Section 772 is not exclusive; and

D. The Company desires and has requested the Indemnitee to serve or continue to serve as a director or an officer of the Company free from undue concern for claims for damages arising out of or related to such services to the Company.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Definitions

1.1Agent. For the purposes of this Agreement, “agent” of the Company means any person who is or was a director or an officer of the Company or a subsidiary of the Company; or is or was serving at the request of the Company or a subsidiary of the Company as a director or an officer of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise or an affiliate of the Company. The term “enterprise” includes any employee benefit plan of the Company, its subsidiaries, affiliates, and predecessor corporations.

1.2Company. For purposes of this Agreement, the “Company” includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors or officers so that any person who is or was a director or an officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or an officer of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Agreement with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

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1.3Expenses. For the purposes of this Agreement, “expenses” includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, or appeal of a proceeding or establishing or enforcing a right to indemnification or advancement of expenses under this Agreement, Section 772 or otherwise; provided, however, that expenses shall not include any judgments, fines, ERISA excise taxes or penalties, or amounts paid in settlement of a proceeding.

1.4Fines. For purposes of this Agreement, references to “fines” includes any excise taxes assessed on a person with respect to any employee benefit plan.

1.5Liabilities. For purposes of this Agreement, “liabilities” means judgments, fines, ERISA execute taxes or penalties, and amounts paid in settlement in connection with a proceeding.

1.6Other Enterprises. For purposes of this Agreement, “other enterprises” includes employee benefit plans.

1.7Proceeding. For the purposes of this Agreement, “proceeding” means any threatened, pending, or completed action, suit, or other proceeding, whether civil, criminal, administrative, or investigative.

1.8Subsidiary. For purposes of this Agreement, “subsidiary” means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more of its subsidiaries, or by one or more of the Company’s subsidiaries.

1.9Serving at the Request of the Company. For purposes of this Agreement, “serving at the request of the Company” includes any service as a director or an officer of the Company that imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

2.Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at the will of the Company (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an agent of the Company, faithfully and to the best of his ability, so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the charter documents of the Company or any subsidiary of the Company; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation that the Indemnitee may have assumed apart from this Agreement), and the Company and any subsidiary shall have no obligation under this Agreement to continue the Indemnitee in any such position.

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3.Directors’ and Officers’ Insurance. The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors’ and officers’ liability insurance (“D&O Insurance”), on such terms and conditions as may be approved by the Board.

4.Mandatory Indemnification. Subject to Section 9 below, the Company shall indemnify the Indemnitee:

4.1Third-Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (except an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities of any type whatsoever incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee’s breach of those duties did not involve intentional misconduct, fraud, or a knowing violation of law; and

4.2Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonable entitled to indemnity for such expenses as the court deems proper; and

4.3Exception for Amounts Covered by Insurance. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such have been paid to the Indemnitee by D&O Insurance.

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5.Partial Indemnification and Contribution.

5.1Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever incurred by the Indemnitee in connection with a proceeding but is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled to indemnification.

5.2Contribution. If the Indemnitee is not entitled to the indemnification provided in Section 4 for any reason other than the statutory limitations set forth in the New York Business Corporation Law, then in respect of proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such proceeding), the Company shall contribute to the amount of expenses and liabilities paid or payable by the Indemnitee in such proportion as is appropriate to reflect (a) the relative benefits received by the Company on the one hand and the Indemnitee on the other hand from the transaction from which such proceeding arose and (b) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events that resulted in such expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines, or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

6.Mandatory Advancement of Expenses.

6.1Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation or Bylaws of the Company, the New York Business Corporation Law, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

6.2Exception. Notwithstanding the foregoing provisions of this Section 6, the Company shall not be obligated to advance any expenses to the Indemnitee arising from a lawsuit filed directly by the Company against the Indemnitee if an absolute majority of the members of the Board reasonably determines in good faith, within thirty (30) days of the Indemnitee’s request to be advanced expenses, that the facts known to them at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith. If such a determination is made, the Indemnitee may have such decision reviewed in the manner set forth in Section 8.5 hereof, with all references therein to “indemnification” being deemed to refer to “advancement of expenses,” and the burden of proof shall be on the Company to demonstrate clearly and convincingly that, based on the facts known at the time, the Indemnitee acted in bad faith. The Company may not avail itself of this Section 6.2 as to a given lawsuit if, at any time after the occurrence of the activities or omissions that are the primary focus of the lawsuit, the Company has undergone a change in control. For this purpose, a “change in control” shall mean a given person of group of affiliated persons or groups increasing their beneficial ownership interest in the Company by at least twenty (20) percentage points without advance Board approval.

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7.Notice and Other Indemnification Procedures.

7.1Notification. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.

7.2Insurance. If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies.

7.3Defense. In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (a) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in any such proceeding at the Indemnitee’s expense; (b) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice, and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

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8.Determination of Right to Indemnification.

8.1Success on Merits. To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 4.1 or 4.2 of this Agreement or in the defense of any claim, issue, or matter described therein, the Company shall indemnify the Indemnitee against expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, or appeal of such proceeding, or such claim, issue, or matter, as the case may be.

8.2Proof by Company. In the event that Section 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall nonetheless indemnify the Indemnitee unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8.4 below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.

8.3Termination of Proceeding. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere its equivalent, does not, of itself, create a presumption that a person (a) did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, (b) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that the person’s conduct was unlawful, or (c) the person’s act or failure to act constituted a breach of the person’s fiduciary duties as a director or an officer or the person’s breach of those duties involved intentional misconduct, fraud, or a knowing violation of law.

8.4Applicable Forums. The Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company and, if the Indemnitee is a director or an officer at the time of such determination, the determination shall be made in accordance with (a), (b), (c) or (d) below at the election of the Company:

(a)A majority vote of the directors who are not parties to the proceeding for which indemnification is being sought even though less than a quorum;

(b)By a committee of directors who are not parties to the proceeding for which indemnification is being sought designated by a majority vote of such directors, even though less than a quorum;

(c)If there are no directors who are not parties to the proceeding for which indemnification is sought, or if such directors so direct, by independent legal counsel in a written opinion;

(d)The stockholders of the Company;

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(e)A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two arbitrators so selected; or

(f)A court having jurisdiction of subject matter and the parties.

8.5Submission. As soon as practicable, and in no event later than thirty (30) days after the forum has been selected pursuant to Section 8.4 above, the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim.

8.6Appeals. If the forum selected in accordance with Section 8.4 hereof is not a court, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right to apply to a court of New York, the court in which the proceeding giving rise to the Indemnitee’s claim for indemnification is or was pending, or any other court of competent jurisdiction, for the purpose of appealing the decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.4 hereof is a court, then the rights of the Company or the Indemnitee to appeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court.

8.7Expenses for Interpretation. Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section 8 involving the Indemnitee and against all expenses incurred by the Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such proceeding was frivolous or not made in good faith.

9.Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement in the following circumstances:

9.1Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary, or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

9.2Unauthorized Settlements. To indemnify the Indemnitee hereunder for any amounts paid in settlement of a proceeding unless the Company consents in advance in writing to such settlement, which consent shall not be unreasonably withheld; or

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9.3Securities Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state, or local statutory law; or

9.4Unlawful Indemnification. To indemnify the Indemnitee if a final decision by a court having jurisdiction in the mater shall determine that such indemnification is not lawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication.

10.Non-Exclusivity. The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights that the Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to action in the Indemnitee’s official capacity and to action in another capacity while occupying the Indemnitee’s position as an agent of the Company, and the Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors, and administrators of the Indemnitee.

11.General Provisions.

11.1Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification and advancement of expenses to the Indemnitee to the fullest extent now or hereafter permitted by law, except as expressly limited herein.

11.2Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever, then: (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable that are not themselves invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable and to give effect to Section 11.1 hereof.

11.3Modification and Waiver. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

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11.4Subrogation. In the event of full payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary or desirable to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

11.5Counterparts. This Agreement may be executed in one or more counterparts, which shall together constitute one agreement.

11.6Successors and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of, the successors and assigns of the parties hereto. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or an officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.

11.7Notice. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given if (a) delivered by hand and receipted for by the party addressee, or (b) mailed by certified or registered mail, with postage prepaid, on the third business day after the mailing date. Addresses for notice to either party are as shown on the signature page of this Agreement or as subsequently modified by written notice.

11.8Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the state of New York, as applied to contracts between New York residents entered into and to be performed entirely within New York.

11.9Consent to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the state of New York for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.

11.10Attorneys’ Fees. In the event Indemnitee is required to bring any action to enforce rights under this Agreement (including, without limitation, the expenses of any proceeding described in Section 4), the Indemnitee shall be entitled to all reasonable fees and expenses in bringing and pursuing such action, unless a court of competent jurisdiction finds each of the material claims of the Indemnitee in any such action was frivolous and not made in good faith.

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IN WITNESS WHEREOF, the parties hereto have entered into this Indemnification Agreement effective as of the date first written above.

YUBO INTERNATIONAL BIOTECH LIMITED		INDEMNITEE
By:	/s/ Jun Wang	/s/ Yang Wang
Name:	Jun Wang	Yang Wang
Title:	Chief Executive Officer and President

[Signature Page to Indemnification Agreement]

EX-10.14

EXHIBIT 10.14

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of  January ___, 2021, is made by and between YUBO INTERNATIONAL BIOTECH LIMITED (f/k/a Magna-Lab, Inc.), a New York corporation (the “Company”), and the undersigned, who is either a director or an officer of the Company (the “Indemnitee”), with this Agreement to be deemed effective as of the date that the Indemnitee first became a director or an officer of the Company.

RECITALS

A. The Company is aware that competent and experienced persons are reluctant to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance and indemnification, due to the exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

B. The Board of Directors of the Company (the “Board”) has concluded that, to retain and attract talented and experienced individuals to serve as officers or directors of the Company, it is necessary for the Company contractually to indemnify certain of such persons and to assume for itself maximum liability for expenses and damages in connection with claims against such persons in connection with their service to the Company;

C. Section 772 of the New York Business Corporation Law, under which the Company is organized (“Section 772”), empowers the Company to indemnify by agreement its present and former officers and directors and persons who serve, at the request of the Company, as directors or officers of other corporations, partnerships, joint ventures, trusts, or other enterprises and expressly provides that the indemnification provided by Section 772 is not exclusive; and

D. The Company desires and has requested the Indemnitee to serve or continue to serve as a director or an officer of the Company free from undue concern for claims for damages arising out of or related to such services to the Company.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Definitions

1.1Agent. For the purposes of this Agreement, “agent” of the Company means any person who is or was a director or an officer of the Company or a subsidiary of the Company; or is or was serving at the request of the Company or a subsidiary of the Company as a director or an officer of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise or an affiliate of the Company. The term “enterprise” includes any employee benefit plan of the Company, its subsidiaries, affiliates, and predecessor corporations.

1.2Company. For purposes of this Agreement, the “Company” includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors or officers so that any person who is or was a director or an officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or an officer of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Agreement with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

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1.3Expenses. For the purposes of this Agreement, “expenses” includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, or appeal of a proceeding or establishing or enforcing a right to indemnification or advancement of expenses under this Agreement, Section 772 or otherwise; provided, however, that expenses shall not include any judgments, fines, ERISA excise taxes or penalties, or amounts paid in settlement of a proceeding.

1.4Fines. For purposes of this Agreement, references to “fines” includes any excise taxes assessed on a person with respect to any employee benefit plan.

1.5Liabilities. For purposes of this Agreement, “liabilities” means judgments, fines, ERISA execute taxes or penalties, and amounts paid in settlement in connection with a proceeding.

1.6Other Enterprises. For purposes of this Agreement, “other enterprises” includes employee benefit plans.

1.7Proceeding. For the purposes of this Agreement, “proceeding” means any threatened, pending, or completed action, suit, or other proceeding, whether civil, criminal, administrative, or investigative.

1.8Subsidiary. For purposes of this Agreement, “subsidiary” means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more of its subsidiaries, or by one or more of the Company’s subsidiaries.

1.9Serving at the Request of the Company. For purposes of this Agreement, “serving at the request of the Company” includes any service as a director or an officer of the Company that imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

2.Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at the will of the Company (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an agent of the Company, faithfully and to the best of his ability, so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the charter documents of the Company or any subsidiary of the Company; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation that the Indemnitee may have assumed apart from this Agreement), and the Company and any subsidiary shall have no obligation under this Agreement to continue the Indemnitee in any such position.

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3.Directors’ and Officers’ Insurance. The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors’ and officers’ liability insurance (“D&O Insurance”), on such terms and conditions as may be approved by the Board.

4.Mandatory Indemnification. Subject to Section 9 below, the Company shall indemnify the Indemnitee:

4.1Third-Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (except an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities of any type whatsoever incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee’s breach of those duties did not involve intentional misconduct, fraud, or a knowing violation of law; and

4.2Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonable entitled to indemnity for such expenses as the court deems proper; and

4.3Exception for Amounts Covered by Insurance. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such have been paid to the Indemnitee by D&O Insurance.

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5.Partial Indemnification and Contribution.

5.1Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever incurred by the Indemnitee in connection with a proceeding but is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled to indemnification.

5.2Contribution. If the Indemnitee is not entitled to the indemnification provided in Section 4 for any reason other than the statutory limitations set forth in the New York Business Corporation Law, then in respect of proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such proceeding), the Company shall contribute to the amount of expenses and liabilities paid or payable by the Indemnitee in such proportion as is appropriate to reflect (a) the relative benefits received by the Company on the one hand and the Indemnitee on the other hand from the transaction from which such proceeding arose and (b) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events that resulted in such expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines, or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

6.Mandatory Advancement of Expenses.

6.1Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation or Bylaws of the Company, the New York Business Corporation Law, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

6.2Exception. Notwithstanding the foregoing provisions of this Section 6, the Company shall not be obligated to advance any expenses to the Indemnitee arising from a lawsuit filed directly by the Company against the Indemnitee if an absolute majority of the members of the Board reasonably determines in good faith, within thirty (30) days of the Indemnitee’s request to be advanced expenses, that the facts known to them at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith. If such a determination is made, the Indemnitee may have such decision reviewed in the manner set forth in Section 8.5 hereof, with all references therein to “indemnification” being deemed to refer to “advancement of expenses,” and the burden of proof shall be on the Company to demonstrate clearly and convincingly that, based on the facts known at the time, the Indemnitee acted in bad faith. The Company may not avail itself of this Section 6.2 as to a given lawsuit if, at any time after the occurrence of the activities or omissions that are the primary focus of the lawsuit, the Company has undergone a change in control. For this purpose, a “change in control” shall mean a given person of group of affiliated persons or groups increasing their beneficial ownership interest in the Company by at least twenty (20) percentage points without advance Board approval.

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7.Notice and Other Indemnification Procedures.

7.1Notification. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.

7.2Insurance. If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies.

7.3Defense. In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (a) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in any such proceeding at the Indemnitee’s expense; (b) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice, and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

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8.Determination of Right to Indemnification.

8.1Success on Merits. To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 4.1 or 4.2 of this Agreement or in the defense of any claim, issue, or matter described therein, the Company shall indemnify the Indemnitee against expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, or appeal of such proceeding, or such claim, issue, or matter, as the case may be.

8.2Proof by Company. In the event that Section 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall nonetheless indemnify the Indemnitee unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8.4 below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.

8.3Termination of Proceeding. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere its equivalent, does not, of itself, create a presumption that a person (a) did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, (b) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that the person’s conduct was unlawful, or (c) the person’s act or failure to act constituted a breach of the person’s fiduciary duties as a director or an officer or the person’s breach of those duties involved intentional misconduct, fraud, or a knowing violation of law.

8.4Applicable Forums. The Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company and, if the Indemnitee is a director or an officer at the time of such determination, the determination shall be made in accordance with (a), (b), (c) or (d) below at the election of the Company:

(a)A majority vote of the directors who are not parties to the proceeding for which indemnification is being sought even though less than a quorum;

(b)By a committee of directors who are not parties to the proceeding for which indemnification is being sought designated by a majority vote of such directors, even though less than a quorum;

(c)If there are no directors who are not parties to the proceeding for which indemnification is sought, or if such directors so direct, by independent legal counsel in a written opinion;

(d)The stockholders of the Company;

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(e)A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two arbitrators so selected; or

(f)A court having jurisdiction of subject matter and the parties.

8.5Submission. As soon as practicable, and in no event later than thirty (30) days after the forum has been selected pursuant to Section 8.4 above, the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim.

8.6Appeals. If the forum selected in accordance with Section 8.4 hereof is not a court, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right to apply to a court of New York, the court in which the proceeding giving rise to the Indemnitee’s claim for indemnification is or was pending, or any other court of competent jurisdiction, for the purpose of appealing the decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.4 hereof is a court, then the rights of the Company or the Indemnitee to appeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court.

8.7Expenses for Interpretation. Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section 8 involving the Indemnitee and against all expenses incurred by the Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such proceeding was frivolous or not made in good faith.

9.Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement in the following circumstances:

9.1Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary, or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

9.2Unauthorized Settlements. To indemnify the Indemnitee hereunder for any amounts paid in settlement of a proceeding unless the Company consents in advance in writing to such settlement, which consent shall not be unreasonably withheld; or

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9.3Securities Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state, or local statutory law; or

9.4Unlawful Indemnification. To indemnify the Indemnitee if a final decision by a court having jurisdiction in the mater shall determine that such indemnification is not lawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication.

10.Non-Exclusivity. The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights that the Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to action in the Indemnitee’s official capacity and to action in another capacity while occupying the Indemnitee’s position as an agent of the Company, and the Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors, and administrators of the Indemnitee.

11.General Provisions.

11.1Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification and advancement of expenses to the Indemnitee to the fullest extent now or hereafter permitted by law, except as expressly limited herein.

11.2Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever, then: (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable that are not themselves invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable and to give effect to Section 11.1 hereof.

11.3Modification and Waiver. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

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11.4Subrogation. In the event of full payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary or desirable to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

11.5Counterparts. This Agreement may be executed in one or more counterparts, which shall together constitute one agreement.

11.6Successors and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of, the successors and assigns of the parties hereto. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or an officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.

11.7Notice. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given if (a) delivered by hand and receipted for by the party addressee, or (b) mailed by certified or registered mail, with postage prepaid, on the third business day after the mailing date. Addresses for notice to either party are as shown on the signature page of this Agreement or as subsequently modified by written notice.

11.8Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the state of New York, as applied to contracts between New York residents entered into and to be performed entirely within New York.

11.9Consent to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the state of New York for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.

11.10Attorneys’ Fees. In the event Indemnitee is required to bring any action to enforce rights under this Agreement (including, without limitation, the expenses of any proceeding described in Section 4), the Indemnitee shall be entitled to all reasonable fees and expenses in bringing and pursuing such action, unless a court of competent jurisdiction finds each of the material claims of the Indemnitee in any such action was frivolous and not made in good faith.

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IN WITNESS WHEREOF, the parties hereto have entered into this Indemnification Agreement effective as of the date first written above.

YUBO INTERNATIONAL BIOTECH LIMITED		INDEMNITEE
By:	/s/ Jun Wang	/s/ Zhihui Bai
Name:	Jun Wang	Zhihui Bai
Title:	Chief Executive Officer and President

[Signature Page to Indemnification Agreement]

EX-10.15

EXHIBIT 10.15

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of  January ___, 2021, is made by and between YUBO INTERNATIONAL BIOTECH LIMITED (f/k/a Magna-Lab, Inc.), a New York corporation (the “Company”), and the undersigned, who is either a director or an officer of the Company (the “Indemnitee”), with this Agreement to be deemed effective as of the date that the Indemnitee first became a director or an officer of the Company.

RECITALS

A. The Company is aware that competent and experienced persons are reluctant to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance and indemnification, due to the exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

B. The Board of Directors of the Company (the “Board”) has concluded that, to retain and attract talented and experienced individuals to serve as officers or directors of the Company, it is necessary for the Company contractually to indemnify certain of such persons and to assume for itself maximum liability for expenses and damages in connection with claims against such persons in connection with their service to the Company;

C. Section 772 of the New York Business Corporation Law, under which the Company is organized (“Section 772”), empowers the Company to indemnify by agreement its present and former officers and directors and persons who serve, at the request of the Company, as directors or officers of other corporations, partnerships, joint ventures, trusts, or other enterprises and expressly provides that the indemnification provided by Section 772 is not exclusive; and

D. The Company desires and has requested the Indemnitee to serve or continue to serve as a director or an officer of the Company free from undue concern for claims for damages arising out of or related to such services to the Company.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Definitions

1.1Agent. For the purposes of this Agreement, “agent” of the Company means any person who is or was a director or an officer of the Company or a subsidiary of the Company; or is or was serving at the request of the Company or a subsidiary of the Company as a director or an officer of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise or an affiliate of the Company. The term “enterprise” includes any employee benefit plan of the Company, its subsidiaries, affiliates, and predecessor corporations.

1.2Company. For purposes of this Agreement, the “Company” includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors or officers so that any person who is or was a director or an officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or an officer of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Agreement with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

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1.3Expenses. For the purposes of this Agreement, “expenses” includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, or appeal of a proceeding or establishing or enforcing a right to indemnification or advancement of expenses under this Agreement, Section 772 or otherwise; provided, however, that expenses shall not include any judgments, fines, ERISA excise taxes or penalties, or amounts paid in settlement of a proceeding.

1.4Fines. For purposes of this Agreement, references to “fines” includes any excise taxes assessed on a person with respect to any employee benefit plan.

1.5Liabilities. For purposes of this Agreement, “liabilities” means judgments, fines, ERISA execute taxes or penalties, and amounts paid in settlement in connection with a proceeding.

1.6Other Enterprises. For purposes of this Agreement, “other enterprises” includes employee benefit plans.

1.7Proceeding. For the purposes of this Agreement, “proceeding” means any threatened, pending, or completed action, suit, or other proceeding, whether civil, criminal, administrative, or investigative.

1.8Subsidiary. For purposes of this Agreement, “subsidiary” means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more of its subsidiaries, or by one or more of the Company’s subsidiaries.

1.9Serving at the Request of the Company. For purposes of this Agreement, “serving at the request of the Company” includes any service as a director or an officer of the Company that imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

2.Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at the will of the Company (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an agent of the Company, faithfully and to the best of his ability, so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the charter documents of the Company or any subsidiary of the Company; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation that the Indemnitee may have assumed apart from this Agreement), and the Company and any subsidiary shall have no obligation under this Agreement to continue the Indemnitee in any such position.

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3.Directors’ and Officers’ Insurance. The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors’ and officers’ liability insurance (“D&O Insurance”), on such terms and conditions as may be approved by the Board.

4.Mandatory Indemnification. Subject to Section 9 below, the Company shall indemnify the Indemnitee:

4.1Third-Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (except an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities of any type whatsoever incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee’s breach of those duties did not involve intentional misconduct, fraud, or a knowing violation of law; and

4.2Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonable entitled to indemnity for such expenses as the court deems proper; and

4.3Exception for Amounts Covered by Insurance. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such have been paid to the Indemnitee by D&O Insurance.

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5.Partial Indemnification and Contribution.

5.1Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever incurred by the Indemnitee in connection with a proceeding but is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled to indemnification.

5.2Contribution. If the Indemnitee is not entitled to the indemnification provided in Section 4 for any reason other than the statutory limitations set forth in the New York Business Corporation Law, then in respect of proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such proceeding), the Company shall contribute to the amount of expenses and liabilities paid or payable by the Indemnitee in such proportion as is appropriate to reflect (a) the relative benefits received by the Company on the one hand and the Indemnitee on the other hand from the transaction from which such proceeding arose and (b) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events that resulted in such expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines, or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

6.Mandatory Advancement of Expenses.

6.1Advancement. Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation or Bylaws of the Company, the New York Business Corporation Law, or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

6.2Exception. Notwithstanding the foregoing provisions of this Section 6, the Company shall not be obligated to advance any expenses to the Indemnitee arising from a lawsuit filed directly by the Company against the Indemnitee if an absolute majority of the members of the Board reasonably determines in good faith, within thirty (30) days of the Indemnitee’s request to be advanced expenses, that the facts known to them at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith. If such a determination is made, the Indemnitee may have such decision reviewed in the manner set forth in Section 8.5 hereof, with all references therein to “indemnification” being deemed to refer to “advancement of expenses,” and the burden of proof shall be on the Company to demonstrate clearly and convincingly that, based on the facts known at the time, the Indemnitee acted in bad faith. The Company may not avail itself of this Section 6.2 as to a given lawsuit if, at any time after the occurrence of the activities or omissions that are the primary focus of the lawsuit, the Company has undergone a change in control. For this purpose, a “change in control” shall mean a given person of group of affiliated persons or groups increasing their beneficial ownership interest in the Company by at least twenty (20) percentage points without advance Board approval.

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7.Notice and Other Indemnification Procedures.

7.1Notification. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.

7.2Insurance. If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies.

7.3Defense. In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (a) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in any such proceeding at the Indemnitee’s expense; (b) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice, and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

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8.Determination of Right to Indemnification.

8.1Success on Merits. To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 4.1 or 4.2 of this Agreement or in the defense of any claim, issue, or matter described therein, the Company shall indemnify the Indemnitee against expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, or appeal of such proceeding, or such claim, issue, or matter, as the case may be.

8.2Proof by Company. In the event that Section 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall nonetheless indemnify the Indemnitee unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8.4 below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.

8.3Termination of Proceeding. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere its equivalent, does not, of itself, create a presumption that a person (a) did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, (b) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that the person’s conduct was unlawful, or (c) the person’s act or failure to act constituted a breach of the person’s fiduciary duties as a director or an officer or the person’s breach of those duties involved intentional misconduct, fraud, or a knowing violation of law.

8.4Applicable Forums. The Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company and, if the Indemnitee is a director or an officer at the time of such determination, the determination shall be made in accordance with (a), (b), (c) or (d) below at the election of the Company:

(a)A majority vote of the directors who are not parties to the proceeding for which indemnification is being sought even though less than a quorum;

(b)By a committee of directors who are not parties to the proceeding for which indemnification is being sought designated by a majority vote of such directors, even though less than a quorum;

(c)If there are no directors who are not parties to the proceeding for which indemnification is sought, or if such directors so direct, by independent legal counsel in a written opinion;

(d)The stockholders of the Company;

6

(e)A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two arbitrators so selected; or

(f)A court having jurisdiction of subject matter and the parties.

8.5Submission. As soon as practicable, and in no event later than thirty (30) days after the forum has been selected pursuant to Section 8.4 above, the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim.

8.6Appeals. If the forum selected in accordance with Section 8.4 hereof is not a court, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right to apply to a court of New York, the court in which the proceeding giving rise to the Indemnitee’s claim for indemnification is or was pending, or any other court of competent jurisdiction, for the purpose of appealing the decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.4 hereof is a court, then the rights of the Company or the Indemnitee to appeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court.

8.7Expenses for Interpretation. Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section 8 involving the Indemnitee and against all expenses incurred by the Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such proceeding was frivolous or not made in good faith.

9.Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement in the following circumstances:

9.1Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary, or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

9.2Unauthorized Settlements. To indemnify the Indemnitee hereunder for any amounts paid in settlement of a proceeding unless the Company consents in advance in writing to such settlement, which consent shall not be unreasonably withheld; or

7

9.3Securities Law Actions. To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state, or local statutory law; or

9.4Unlawful Indemnification. To indemnify the Indemnitee if a final decision by a court having jurisdiction in the mater shall determine that such indemnification is not lawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication.

10.Non-Exclusivity. The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights that the Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to action in the Indemnitee’s official capacity and to action in another capacity while occupying the Indemnitee’s position as an agent of the Company, and the Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors, and administrators of the Indemnitee.

11.General Provisions.

11.1Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification and advancement of expenses to the Indemnitee to the fullest extent now or hereafter permitted by law, except as expressly limited herein.

11.2Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever, then: (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable that are not themselves invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable and to give effect to Section 11.1 hereof.

11.3Modification and Waiver. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

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11.4Subrogation. In the event of full payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary or desirable to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

11.5Counterparts. This Agreement may be executed in one or more counterparts, which shall together constitute one agreement.

11.6Successors and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of, the successors and assigns of the parties hereto. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or an officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.

11.7Notice. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given if (a) delivered by hand and receipted for by the party addressee, or (b) mailed by certified or registered mail, with postage prepaid, on the third business day after the mailing date. Addresses for notice to either party are as shown on the signature page of this Agreement or as subsequently modified by written notice.

11.8Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the state of New York, as applied to contracts between New York residents entered into and to be performed entirely within New York.

11.9Consent to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the state of New York for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.

11.10Attorneys’ Fees. In the event Indemnitee is required to bring any action to enforce rights under this Agreement (including, without limitation, the expenses of any proceeding described in Section 4), the Indemnitee shall be entitled to all reasonable fees and expenses in bringing and pursuing such action, unless a court of competent jurisdiction finds each of the material claims of the Indemnitee in any such action was frivolous and not made in good faith.

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IN WITNESS WHEREOF, the parties hereto have entered into this Indemnification Agreement effective as of the date first written above.

YUBO INTERNATIONAL BIOTECH LIMITED		INDEMNITEE
By:	/s/ Jun Wang	/s/ Lina Liu
Name:	Jun Wang	Lina Liu
Title:	Chief Executive Officer and President

[Signature Page to Indemnification Agreement]

EX-16.1

EXHIBIT 16.1

October 15, 2020

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549 – 7561

Re: MAGNA-LAB INC.

Commission File Number 0-21320

Ladies and Gentlemen:

We have read Item 4.01 of MAGNA-LAB INC.’s Form 8-K dated October 13, 2020 and we agree with the statements made regarding our firm. We have no basis to agree or disagree with other statements contained therein.

Sincerely,

/s/ RBSM LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Form S-1 Registration Statement of Platinum International Biotech Co., Ltd. (the “Company”) of our report dated April 19, 2021 relating to the consolidated financial statements of the Company for the years ended December 31, 2020 and 2019 included in this Registration Statement.

We also consent to the reference to the Firm under the heading “Experts” in such Registration Statement

/s/ Michael T. Studer CPA P.C.

Michael T. Studer CPA P.C.

Freeport, New York

May 5, 2021

XML

Cover	12 Months Ended
	Dec. 31, 2020
Cover [Abstract]
Entity Registrant Name	Yubo International Biotech Ltd
Entity Central Index Key	0000895464
Document Type	S-1
Amendment Flag	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Filer Category	Non-accelerated Filer

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 1,382,525	$ 1,262
Receivables	2,316	0
Prepaid expenses	27,160	62,089
Inventory	67,144	0
Due from related parties	429,648	399,251
Total Current Assets	1,908,793	462,602
Property and equipment, net	79,153	36,597
Intangible assets, net	54,912	0
Operating lease right of use asset	315,207	546,350
Lease security deposit	86,811	83,386
Total Assets	2,444,876	1,128,935
Current liabilities
Accounts payable and accrued expenses (including accounts payable and accrued expenses of VIE without recourse to the Company of $101,175 and $0 as of December 31, 2020 and December 31, 2019, respectively)	101,175	0
Customer deposits (including customer deposits of VIE without recourse to the Company of $11,028 and $0 as of December 31, 2020 and December 31, 2019, respectively)	11,028	0
Advances from prospective customers/distributors (including advances from prospective customers/distributors of VIE without recourse to the Company of $757,896 and $0 as of December 31 2020 and December 31, 2019, respectively)	757,896	0
Due to related parties (including due to related parties without recourse to the Company of $91,951 and $93,852 as of December 31, 2020 and December 31, 2019, respectively)	91,951	93,852
Operating lease liability - current (including operating lease liability -current of VIE without recourse to the Company of $315,207 and $262,928 as of December 31, 2020 and December 31, 2019, respectively)	315,207	262,928
Total Current Liabilities	1,277,257	356,780
Non-current liabilities
Operating lease liability - non-current (including operating lease liability - non- current of VIE without recourse to the Company of $0 and $283,422 as of December 31, 2020 and December 31, 2019, respectively)	0	283,422
Total Liabilities	1,277,257	640,202
Commitments and contingencies	0	0
Shareholders' Equity:
Common stock, par value $ 0.0001 per share; authorized 500,000,000 shares, issued and outstanding 10,152,284 and 0 shares, respectively.	1,015	0
Additional Paid in Capital	2,107,602	723,861
Accumulated deficit	(942,994)	(231,193)
Accumulated other comprehensive income (loss)	1,996	(3,935)
Total Shareholders' Equity	1,167,619	488,733
Total Liabilities and Shareholders' Equity	$ 2,444,876	$ 1,128,935

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	500,000,000
Common stock, issued	10,152,284	0
Common stock, outstanding	10,152,284	0
Accounts payable and accrued expenses	$ 101,175
Customers deposits	11,028	$ 0
Advances from prospective customers distributors	757,896	0
Due to related parties	91,951	93,852
Operating lease liability- current	315,207	262,928
Operating lease liability- non current	$ 0	$ 283,422

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenue
Sales	$ 1,353,868	$ 0
Cost of Goods Sold	(114,272)	0
Gross Profit	1,239,596	0
Operating expenses:
Sales commissions	660,963	0
Employee compensation	260,689	4,951
Occupancy	279,191	101,702
Depreciation and amortization of property and equipment	8,966	91
Amortization of intangible assets	4,096	0
Other operating expenses	737,489	124,322
Total Operating Expenses	1,951,394	231,066
Income (loss) from operations	(711,798)	(231,066)
Other Income (Expenses)
Interest expenses	(3)	(127)
Total Other Income (Expenses)	(3)	(127)
Loss before Provision for Income Tax	(711,801)	(231,193)
Provision for Income Tax	0	0
Net loss	$ (711,801)	$ (231,193)
Net loss per share basic and diluted	$ (0.07)	$ (0.02)
Weighted average common shares outstanding basic and diluted	10,046,601	10,000,000
Comprehensive income (loss)
Net income loss	$ (711,801)	$ (231,193)
Foreign currency translation adjustment	5,931	(3,935)
Total comprehensive income (loss)	$ (705,870)	$ (235,128)

XML

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated other comprehensive loss
Balance, shares at Dec. 31, 2018
Balance, amount at Dec. 31, 2018	$ 0	$ 0	$ 0	$ 0	$ 0
Capital contributions to Yubo Beijing	723,861	0	723,861	0	0
Foreign currency translation adjustment	(3,935)	0	0	0	(3,935)
Net loss	(231,193)	$ 0	0	(231,193)
Balance, shares at Dec. 31, 2019
Balance, amount at Dec. 31, 2019	488,733	$ 0	723,861	(231,193)	(3,935)
Net loss	(711,801)	$ 0	0	(711,801)	0
Issuance of ordinary shares and capital contributions to Yubo Beijing, shares		10,000,000
Issuance of ordinary shares and capital contributions to Yubo Beijing, amount	634,756	$ 1,000	633,756	0	0
Sale of ordinary shares on September 11, 2020, shares		152,284
Sale of ordinary shares on September 11, 2020, amount	750,000	$ 15	749,985
Foreign currency adjustment	5,931	$ 0	0	0	5,931
Balance, shares at Dec. 31, 2020		10,152,284
Balance, amount at Dec. 31, 2020	$ 1,167,619	$ 1,015	$ 2,107,602	$ (942,994)	$ 1,996

XML

CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ (711,801)	$ (231,193)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	13,063	91
Changes in operating assets and liabilities:
Receivables	(2,316)	0
Prepaid expense	34,929	(62,089)
Inventory	(67,144)	0
Due from related parties	(30,397)	(399,251)
Lease security deposit	(3,425)	(83,386)
Accounts payable and accrued expenses	101,175	0
Customer deposits	11,028	0
Advances from prospective customers/distributors	757,896	0
Due to related parties	(1,901)	93,707
Net cash provided by (used in) operating activities	101,107	(682,121)
Cash flows from investing activities:
Purchases of property and equipment	(42,556)	(36,983)
Purchases of intangible assets	(54,912)	0
Net cash used in investing activities	(97,468)	(36,983)
Cash flows from financing activities:
Capital Contributions to Yubo Beijing	634,756	723,861
Sale of ordinary shares on September 11, 2020	750,000	0
Net cash provided by financing activities	1,384,756	723,861
Effect of exchange rate changes	(7,133)	(3,640)
Net increase (decrease) in cash	1,381,262	1,117
Cash at beginning of period	1,262	145
Cash at end of period	1,382,525	1,262
Supplemental Cash Flow Information:
Income taxes paid	0	0
Interest paid	0	0
Non-cash Investing Activities:
Operating lease right of use asset acquired	$ 0	$ 688,631

XML

ORGANIZATION

12 Months Ended

Dec. 31, 2020

ORGANIZATION

1- ORGANIZATION

Platinum International Biotech Co., LTD (“Platinum”) was incorporated on April 7, 2020 under the laws of the Cayman Islands as a holding company. On May 4, 2020, Platinum incorporated a wholly owned subsidiary Platinum International Biotech (Hong Kong) Limited (“Platinum HK”) in Hong Kong. On September 4, 2020, Platinum HK incorporated a wholly foreign owned enterprise (“WFOE”) Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”) in Chengdu, China.

On September 11, 2020, Yubo Chengdu entered into a series of Variable Interest Entity (“VIE”) agreements with the owners of Yubo International Biotech (Beijing) Limited (“Yubo Beijing”). Pursuant to the VIE agreements, Yubo Beijing became Yubo Chengdu’s contractually controlled affiliate. The purpose and effect of the VIE Agreements is to provide Yubo Chengdu with all management control and net profits earned by Yubo Beijing.

Yubo Beijing was incorporated on June 14, 2016. For the year ended December 31, 2020 (commencing April 2020), Yubo Beijing sold approximately 850 nebulizers to customers in the People’s Republic of China (“PRC”).

Upon executing the series of VIE agreements in September 2020, Yubo Beijing has been considered a Variable Interest Entity (“VIE”) of Yubo Chengdu, its primary beneficiary. Accordingly, Yubo Beijing has been consolidated under the guidance of FASB Accounting Standards Codification (“ASC”) 810, Consolidation.

The officers, directors, and controlling beneficial owners of Yubo Beijing from its inception on June 14, 2016 are also officers, directors, and controlling beneficial owners of Platinum. Accordingly, the accompanying consolidated financial statements include Yubo Beijing’s operations from its inception on June 14, 2016.

Platinum and its consolidated subsidiaries and VIE are collectively referred to herein as the “Company” unless specific reference is made to an entity.

A flow chart of the Company follows:

Platinum International
Biotech Co. LTD

(Cayman Islands Company)

↓

Platinum International
Biotech (Hong Kong) Limited

(Hong Kong Company)

↓

Yubo International Biotech
(Chengdu) Limited

(WOFE)

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Yubo International Biotech
(Beijing) Limited

(PRC Operating Company) 

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The accompanying consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 comprise the following periods for each entity:

Name	Periods
Platinum	April 7, 2020 (Inception) – December 31, 2020
Yubo HK	May 4, 2020 (Inception) – December 31, 2020
Yubo Chengdu	September 4, 2020 (Inception) – December 31, 2020
Yubo Beijing	January 1, 2019 – December 31, 2020

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its two wholly owned subsidiaries, and its consolidated VIE for which the Company is the primary beneficiary.

All transactions and balances among the Company, its subsidiaries and consolidated VIE have been eliminated upon consolidation.

The accompanying consolidated financial statements reflect the activities of the following entities:

Name	Background		Ownership
Platinum International Biotech Co. LTD (“Platinum”)	· · ·	A Cayman Island company Incorporated on April 7, 2020 A holding company
Platinum International Biotech (Hong Kong) Limited.  (“Platinum HK”)	· · ·	A Hong Kong company Incorporated on May 4, 2020 A holding company	100% owned by Platinum
Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”)	· · · ·	A PRC company and deemed a wholly foreign owned enterprise Incorporated on September 4, 2020 Subscribed capital of $1,500,000 A holding company	100% owned by Platinum HK
Yubo International Biotech (Beijing) Limited (“Yubo Beijing”)	· · · ·	A PRC limited liability company Incorporated on June 14, 2016 Subscribed capital of $1,531,722 (RMB 10,000,000) Stem cell storage and bank	VIE of Yubo Chengdu WFOE

On September 11, 2020, our wholly-owned subsidiary, Yubo Chengdu, entered into the following contractual arrangements with Yubo Beijing and the shareholders of Yubo Beijing (the “Yubo Shareholders”), as applicable, each of which is enforceable and valid in accordance with the laws of the PRC:

Exclusive Consulting Services Agreement

Pursuant to the Exclusive Consulting Services Agreement among Yubo, Yubo WFOE, and the Yubo Shareholders, Yubo WFOE agrees to provide, and Yubo agrees to accept, exclusive management services provided by Yubo WFOE. Such management services include but are not limited to financial management, business management, marketing management, human resource management and internal control of Yubo. The Exclusive Consulting Services Agreement will remain in effect until the acquisition of all assets or equity of Yubo by Yubo WFOE is complete (as more fully described in the Exclusive Purchase Option Agreement below).

Exclusive Purchase Option Agreement

Under the Exclusive Option Agreement among Yubo, Yubo WFOE, and the Yubo Shareholders, the Yubo Shareholders granted Yubo WFOE an irrevocable and exclusive purchase option to acquire Yubo’s equity and/or assets at a nominal consideration. Yubo WFOE may exercise the purchase option at any time.

Equity Pledge Agreement

Under the Equity Pledge Agreement among Yubo WFOE and the Yubo Shareholders, the Yubo Shareholders pledged all of their equity interests in Yubo, including the proceeds thereof, to guarantee all of Yubo WFOE’s rights and benefits under the Exclusive Consulting Services Agreement and the Exclusive Option Agreement. Prior to termination of this Equity Pledge Agreement, the pledged equity interests cannot be transferred without Yubo WFOE’s prior consent. The Yubo Shareholders covenants to Yubo WFOE that among other things, it will only appoint/elect the candidates for the directors of Yubo nominated by Yubo WFOE.

Financial Statements of Yubo Beijing (VIE)

Except for $635,912 cash at December 31, 2020, all assets and liabilities included in the accompanying Consolidated Balance Sheets at December 31, 2020 and December 31, 2019 represent assets and liabilities of Yubo Beijing.

Except for $114,088 other operating expenses for the ended December 31, 2020, all revenues and expenses included in the accompanying Consolidated Statements of Operations for the years ended December 31, 2020 and December 31, 2019 represent revenues and expenses of Yubo Beijing.

Foreign Currency Translation

The accompanying consolidated financial statements are presented in United States dollars (“$”), which is the reporting currency of the Company. The functional currency of Platinum and Platinum HK is the United States dollar. The functional currency of the Company’s subsidiary and VIE located in the PRC is the Renminbi (“RMB”). For the entities whose functional currencies are the RMB, results of operations and cash flows are translated at average exchange rates during the period ($1=6.7473 RMB for the year ended December 31, 2020 and $1=6.9074 RMB for the year ended December 31, 2019), assets and liabilities are translated at the current exchange rate at the end of the period ($1=6.5286 RMB at December 31, 2020 and $1=6.9630 RMB at December 31, 2019), and equity is translated at historical exchange rates. The resulting translation adjustments are included in determining other comprehensive income (loss). Transaction gains and losses, which were not significant for the periods presented, are reflected in the consolidated statements of operations.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant estimates and assumptions by management include, among others, useful lives and impairment of long-lived assets, and income taxes including the valuation allowance for deferred tax assets. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in bank accounts, cash in time deposits, certificates of deposit and all highly liquid instruments with original maturities of three months or less.

Inventories

Inventories, mainly consisting of nebulizers and components, are stated at the lower of cost utilizing the weighted average method or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated selling costs.

The valuation of inventory requires the Company to estimate excess and slow-moving inventories. The Company evaluates the recoverability of the inventory based on expected demand and market conditions. No inventory write downs were recorded in the periods presented.

Property and Equipment

Property and equipment consist of leasehold improvements, air conditioning equipment, and office equipment. All property and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Property and equipment are depreciated on a straight-line basis over the following periods:

Leasehold improvements	Remaining term of lease
Air conditioning equipment	5 years
Office equipment	3 years

Intangible Assets

Intangible assets consist of distribution software and patents and are stated at historical cost less accumulated amortization. Amortization of intangible assets is calculated on a straight-line basis over the shorter of the contractual terms or the expected useful lives of the respective assets. The amortization period by major asset classes is as follows:

Distribution software	5 years
Patents	20 years

Impairment of Long-Lived Assets

The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of the asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial position. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Fair Value of Financial Instruments

The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.

The three levels are defined as follows:

Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value.

Financial instruments include cash, receivables, due from related parties, accounts payable and accrued expenses, and due to related parties. The carrying values of these financial instruments approximate their fair values due to the short-term maturities of these instruments.

For the periods presented, there were no financial assets or liabilities measured at fair value.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The initial measurement of the right-of-use asset is equal to the initial lease liability plus any initial direct costs.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

Revenue Recognition

The Company derives its revenue from the sale of nebulizers containing frozen tubes with medical fluid. The nebulizers are sold directly to consumers on the Company’s online e-commerce platform. The Company recognizes product revenues when the following four revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the selling price is fixed or determinable, and (iv) collectability is reasonably assured. The Company does not allow sales returns or exchanges.

Revenue is recorded net of value-added tax (“VAT”).

Advertising Costs

Advertising costs are expensed as incurred. 

Income Taxes

The Company follows the liability method in accounting for income taxes in accordance with ASC topic 740 (“ASC 740”), Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely than not that some portion, or all, of the deferred tax assets will not be realized.

The Company applies the provisions of ASC 740 to account for uncertainty in income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the consolidated financial statements.

The Company will classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations.

Net Loss per Share

Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted loss per ordinary share reflects the potential dilution that could occur if dilutive securities (such as stock options and convertible securities) were exercised or converted into ordinary shares. For the periods presented, the Company had no dilutive securities outstanding.

Comprehensive Loss

Comprehensive loss is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Comprehensive loss is reported in the consolidated statements of operations and comprehensive loss, including net loss and foreign currency translation adjustments, presented net of tax.

New Accounting Pronouncements

In February, 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02) “Leases (Topic 842)”. ASU 2016-02 requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted.

For finance leases, a lessee is required to do the following:

· Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the balance sheet.

· Recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement of comprehensive income.

· Classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows.

For operating leases, a lessee is required to do the following:

· Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the balance sheet.

· Recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis.

· Classify all cash payments within operating activities in the statement of cash flows.

Other than increasing assets and liabilities at the inception of Yubo Beijing’s office lease on August 1, 2019 (See Note 8), ASU 2016-02 has not had a significant effect on the Company’s financial position or results of operations.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on its consolidated financial position, statements of operations or cash flows.

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GOING CONCERN

12 Months Ended

Dec. 31, 2020

GOING CONCERN

3- GOING CONCERN

The Company’s financial statements as of December 31, 2020 and December 31, 2019 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues and cash flows sufficient to cover its operating costs and allow it to continue as a going concern. For the years ended December 31, 2020 and December 31, 2019, the Company had losses of $711,801 and $231,193, respectively.  These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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INVENTORY

12 Months Ended

Dec. 31, 2020

INVENTORY

4- INVENTORY

Inventory consisted of the following:

	December 31,		December 31,
	2020		2019
Product components raw materials:
Frozen tubes to be attached to the nebulizer product	$	40,499	$	-
Unassembled nebulizers		4,733		-
Fluids to be inserted in the frozen tubes		11,470		-
Total product components raw materials		56,702		-
Refrigerated boxes		3,310		-
Delivery boxes		7,132		-
Total Inventory	$	67,144	$	-

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DUE FROM RELATED PARTIES

12 Months Ended

Dec. 31, 2020

DUE FROM RELATED PARTIES

5- DUE FROM RELATED PARTIES

Due from related parties consisted of:

	December 31,		December 31,
	2020		2019
Beijing Zhenhuikang Biotechnology Co., Ltd (“Zhenhuikang”) (1)	$	404,288	$	399,251
Yubo Global Biotechnology (Chengdu) Co., Ltd. (2)		25,360		-
Total Due From Related Parties	$	429,648	$	399,251

(1)	Zhenhuikang is controlled by Zhenxigu.
(2)	Yubo Global Biotechnology (Chengdu) Co., Ltd. is controlled by Mr. Jun Wang.

The due from related parties receivables are noninterest bearing and are due on demand.

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PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2020

PROPERTY AND EQUIPMENT

6- PROPERTY AND EQUIPMENT

Property and equipment, net, consisted of the following:

	December 31,			December 31,
	2020			2019
Leasehold improvements	$	44,777		$	23,231
Air conditioning equipment		21,496			-
Office equipment		22,241			13,457
Total property and equipment		88,514			36,688
Less accumulated depreciation and amortization		(9,361	)		(91	)
Property and equipment, net	$	79,153		$	36,597

 For the years ended December 31, 2020 and 2019, depreciation and amortization of property and equipment was $8,966 and $91, respectively.

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INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2020

INTANGIBLE ASSETS

7- INTANGIBLE ASSETS

Intangible assets, net, consisted of the following:

	December 31,			December 31,
	2020			2019
Distribution software	$	37,906		$	-
Patents acquired from related party (Note 11)		21,239			-
Total intangible assets		59,145			-
Less: Accumulated amortization		(4,233	)		-
Intangible assets, net	$	54,912		$	-

For the years ended December 31, 2020 and 2019, amortization of intangible assets expense was $4,096 and $0, respectively.

At December 31, 2020, the expected future amortization of intangible assets expense was:

Year ending December 31, 2021		8,632
Year ending December 31, 2022		8,632
Year ending December 31, 2023		8,632
Year ending December 31, 2024		8,632
Year ending December 31, 2025		4,846
Thereafter		15,538
Total	$	54,912

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OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY

12 Months Ended

Dec. 31, 2020

OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY

8- OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY

On August 1, 2019 Yubo Beijing executed a lease agreement with Jiu Si Cheng Investment Management (the “Landlord”) to rent approximately 746 square meters of office space in Beijing China. The lease provided for an initial term of 2 years and 4 months from August 2, 2019 to November 30, 2021 with a right to renew for an additional term of 2 years and 8 months from December 1, 2021 to July 31, 2024. The lease also provided for payments of quarterly rent and management fees to the landlord for the initial term of a total of RMB 4,756,649 ($728,586 at the 6.5286 current exchange rate at December 31, 2020) and the payment of a security deposit to the Landlord of RMB 566,754 ($86,811 at the 6.5286 current exchange rate at December 31, 2020).

At December 31, 2020 the future undiscounted minimum lease payments under this noncancellable lease are as follows:

	As of December 31, 2020
Year ending December 31, 2021	$	322,806

The operating lease liabilities totaling $315,207 at December 31, 2020 as presented in the Consolidated Balance Sheet represents the discounted (at a 4.75% estimated incremental borrowing rate) value of the future lease payments of $322,806 at December 31, 2020.

For the years ended December 31, 2020 and December 31, 2019, occupancy expense attributable to this lease was $213,185 and $101,702, respectively.

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ADVANCES FROM PROSPECTIVE CUSTOMERSDISTRIBUTORS

12 Months Ended

Dec. 31, 2020

ADVANCES FROM PROSPECTIVE CUSTOMERSDISTRIBUTORS

9- ADVANCES FROM PROSPECTIVE CUSTOMERS/DISTRIBUTORS

In December 2020, Yubo Beijing received a total of RMB ¥ 4,948,000 ($757,896) from eight PRC entities in amounts of RMB ¥ 348,000, RMB ¥50,000, RMB ¥50,000, RMB ¥500,000, RMB ¥250,000, RMB ¥500,000, RMB ¥3,000,000 and RMB ¥250,000. The related verbal agreements provide for the eight entities to purchase inventory from Yubo Beijing or enter into such other arrangements with Yubo Beijing as the parties mutually agree. Pending formal approval of any such arrangements, all of the eight PRC entities have the right to request the return of their advances.

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DUE TO RELATED PARTIES

12 Months Ended

Dec. 31, 2020

DUE TO RELATED PARTIES

10- DUE TO RELATED PARTIES

Due to related parties consisted of the following:

	December 31,		December 31,
	2020		2019
Mr. Jun Wang (1)	$	-	$	88,941
Mr. Yang Wang (2)		91,951		4,911
Total	$	91,951	$	93,852

(1)	Mr. Jun Wang owns 37.81% of Yubo Beijing capital stock and is the chief executive officer and a director of Platinum and Yubo Beijing.
(2)	Mr. Yang Wang owns 23.64% of Yubo Beijing capital stock and is a director of Platinum and Yubo Beijing.

The due to related parties payables are noninterest bearing and are due on demand.

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SHAREHOLDERS EQUITY

12 Months Ended

Dec. 31, 2020

GOING CONCERN

11- SHAREHOLDERS' EQUITY

Platinum International Biotech Co., LTD (Cayman Islands) (“Platinum”)

Platinum has authorized 500,000,000 ordinary shares with a par value of $0.0001 per share with 10,152,284 shares issued and outstanding at December 31, 2020.

On April 7, 2020 Platinum issued a total of 10,000,000 ordinary shares to six entities as follows:

Entity	Shares
1.       Flydragon International Limited (controlled by Mr. Jun Wang)		3,466,000
2.       Chinaone Technology Limited (controlled by Mr. Yang Wang)		1,667,000
3.       Boao Biotech Limited (controlled by Mr. Yulin Cao)		2,167,000
4.       Dragoncloud Technology Limited (controlled by Mr. Yang Wang)		500,000
5.       Focus Draw Group Limited (controlled by Ms. Lina Liu)		1,200,000
6.       Focusone Technology Group Limited (controlled by Mr. Jin Wei)		1,000,000
Total		10,000,000

On September 11, 2020 Platinum sold 152,284 ordinary shares to an investor for $750,000 cash.

Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”)

Yubo Chengdu has subscribed capital of $1,500,000 which has not yet been paid by its shareholder. The subscribed capital is due for payment on January 1, 2040.

Yubo International Biotech (Beijing) Limited (“Yubo Beijing”)

Yubo Beijing has subscribed capital of $1,531,722 (RMB 10,000,000), of which $127,592 (RMB 833,000) has not yet been paid by its shareholders as of December 31, 2020.

In 2019, a total of RMB 5,000,000 ($723,861 at the 6.9074 average exchange rate for the year ended December 31, 2019) was received from Mr. Jun Wang (RMB 2,000,000), Mr. Yang Wang ($1,250,000), Zhenxigu Medical Research Center LP, (RMB 1,250,000) and Borong Hongtai Asset Management LP (RMB 500,000).

In the year ended December 31, 2020, a total of RMB 4,167,000 ($617,580 at the 6.7473 average exchange rate for the year ended December 31, 2020) was received from Mr. Jun Wang (RMB 1,466,000), Mr. Yang Wang (RMB 917,000), Zhengxigu Medical Research Center LP (RMB 417,000), Borong Hongtai Asset Management LP (RMB 700,000), and Platinum Health Management (Tianjin) Center (LP) (RMB 667,000) 

Restricted net assets

The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries or its VIE. Relevant PRC statutory laws and regulations permit payments of dividends by Yubo Chengdu and Yubo Beijing only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations and after it has met the PRC requirements for appropriation to statutory reserves. Paid in capital of the PRC subsidiary and VIE included in the Company’s consolidated net assets are also non-distributable for dividend purposes. The results of operations reflected in the accompanying consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of Yubo Chengdu and Yubo Beijing.

Yubo Chengdu and Yubo Beijing are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, Yubo Chengdu and Yubo Beijing may allocate a portion of its after-tax profits based on PRC accounting standards to an enterprise expansion fund and a staff bonus and welfare fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends.

For the years ended December 31, 2020 and 2019, Yubo Beijing did not generate any profit and had negative retained earnings as of December 31, 2020.  As a result, the Company has not accrued statutory reserve funds.

The ability of the Company’s PRC subsidiary and its VIE to make dividends and other payments to the Company may also be restricted by changes in applicable foreign exchange and other laws and regulations. Foreign currency exchange regulation in China is primarily governed by the following rules:

· Foreign Exchange Administration Rules (1996), as amended in August 2008, or the Exchange Rules;

· Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules.

Currently, under the Administration Rules, Renminbi is freely convertible for current account items, including the distribution of dividends, interest payments, trade and service related foreign exchange transactions, but not for capital account items, such as direct investments, loans, repatriation of investments and investments in securities outside of China, unless the prior approval of the State Administration of Foreign Exchange (the “SAFE”) is obtained and prior registration with the SAFE is made. Foreign-invested enterprises that need foreign exchange for the distribution of profits to its shareholders may affect payment from their foreign exchange accounts or purchase and pay foreign exchange rates at the designated foreign exchange banks to their foreign shareholders by producing board resolutions for such profit distribution. Based on their needs, foreign-invested enterprises are permitted to open foreign exchange settlement accounts for current account receipts and payments of foreign exchange along with specialized accounts for capital account receipts and payments of foreign exchange at certain designated foreign exchange banks.

Although the current Exchange Rules allow the convertibility of Chinese Renminbi into foreign currency for current account items, conversion of Chinese Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of SAFE, which is under the authority of the People’s Bank of China. These approvals, however, do not guarantee the availability of foreign currency conversion. The Company cannot be sure that it will be able to obtain all required conversion approvals for its operations or that the Chinese regulatory authorities will not impose greater restrictions on the convertibility of Chinese Renminbi in the future. Currently, all of the Company’s revenues are generated in Renminbi. Any future restrictions on currency exchanges may limit the Company’s ability to use its retained earnings generated in Renminbi to make dividends or other payments in U.S. dollars or fund possible business activities outside China.

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RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

12- RELATED PARTY TRANSACTIONS

On February 17, 2020, Yubo Beijing executed an Agreement of Joint Research and Development with Beijing Zhenxigu Medical Research Center LP (“Zhenxigu”), an entity that owns 18.18% of Yubo Beijing Capital stock and is controlled by Mr. Yulin Cao (who is a director of Platinum and Yubo Beijing). Pursuant to the agreement, Yubo Beijing paid RMB 241,880 ($35,848 at the 6.7473 average exchange rate for the year ended December 31, 2020) to Zhenxigu for research and development relating to the medical fluid to be included with the nebulizers to be sold to customers. Such expense has been included with other operating expenses in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2020.

On February 27, 2020, Yubo Beijing executed a Patent Transfer Agreement with Beijing Zhenhuikang Biotechnology Co. LTD (“Zhenhuikang”), an entity controlled by Mr. Yulin Cao (who is a director of Platinum and Yubo Beijing). The Agreement provided for the assignment of two patents owned by Zhenhuikang to Yubo Beijing for consideration of RMB 140,000 ($21,444 at the 6.5286 current exchange rate at December 31, 2020) (See Note 7).

On February 27, 2020, Yubo Beijing executed an Entrustment Technical Service Agreement with Beijing Zhenhuikang Biotechnology Co. LTD (“Zhenhuikang”), an entity controlled by Mr. Yulin Cao (who is a director of Platinum and Yubo Beijing). The Agreement provides for Zhenhuikang to, among other things, assist Yubo Beijing in the preparation of 300 sets of endometrial stem cell harvesting packages. As amended July 2, 2020, the Agreement provides for Yubo Beijing to pay Zhenhuikang at the rate of RMB 666 per set or RMB 199,800 total ($30,604 at the 6.5286 current exchange rate at December 31, 2020). As of December 31, 2020, preparation of the stem cell harvesting packages has not yet commenced, no payments to Zhenhuikang have been made, and no expense or liability has been recorded.

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INCOME TAX

12 Months Ended

Dec. 31, 2020

INCOME TAX

13- INCOME TAX

Cayman Islands

Under the current laws of the Cayman Islands, Platinum is not subject to tax on income or capital gains. In addition, payments of dividends by Platinum to its shareholders are not subject to withholding tax in the Cayman Islands.

Hong Kong

Platinum HK was incorporated under the Hong Kong tax law where the statutory income tax rate is 16.5%. Platinum HK has had no taxable income or loss from May 4, 2020 (inception) to December 31, 2020.

People’s Republic of China

Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”) and Yubo International Biotech (Beijing) Limited were incorporated in the PRC and are subject to PRC Enterprise Income Tax (“EIT”) on their taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People’s Congress enacted a new enterprise income tax law, which took effect on January 1, 2008. The law applies a uniform 25% enterprise income tax rate to both foreign invested enterprises and domestic enterprises.

Yubo Chengdu has had no taxable income or loss from September 4, 2020 (inception) to December 31, 2020.

Yubo Beijing has had taxable losses of $231,193 for the year ended December 31, 2019 and $597,713 for year ended December 31, 2020. These losses can be carried forward for five years to reduce future years’ taxable income through year 2024 and year 2025, respectively. Based on management’s present assessment, the Company has not yet determined it to be more likely than not that future utilization of the net operating loss carryforwards will be realized. Accordingly, the Company has recorded a 100% valuation allowance against the deferred tax asset at December 31, 2020 and December 31, 2019.

The components of deferred tax assets were as follows:

	December 31, 2020			December 31, 2019
Net operating losses carry forward	$	207,227		$	57,798
Valuation allowance		(207,227	)		(57,798	)
Deferred tax assets, net	$	—		$	—

The reconciliation of the provisions for (benefits from) income tax by applying the PRC tax rate to income (loss) before provisions for income tax and the actual provisions for income tax is as follows:

	For the year ended December 31, 2020			For the year ended December 31, 2019
Income tax (benefits) at 25%	$	(177,950	)	$	(57,798	)
Net loss of Platinum		28,522			-
Increase in valuation allowance		149,428			57,798
Provision for income taxes	$	—		$	—

Accounting for Uncertainty in Income Taxes

The tax authority of the PRC government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises complete their relevant tax filings. Therefore, the Company’s PRC entities’ tax filings results are subject to change and may lead to tax liabilities.

ASC 740 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax positions and concluded that no liability for uncertainty in income taxes was necessary as of December 31, 2020 and December 31, 2019.

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2020

ORGANIZATION

14- COMMITMENTS AND CONTINGENCIES

Freelancer Service Contract

On March 30, 2020, Yubo Beijing executed an agreement with Hainan Huiyonggong Service Ltd. (“HHS”).  The agreement provided for HHS to engage sales representatives (often Yubo Beijing customers) to refer new customers to Yubo Beijing and for Yubo Beijing to pay fees to HHS based on the amount of sales generated from HHS’s sales representatives. The term of the agreement was for one year expiring March 29, 2021. For the year ended December 31, 2020, the Company expensed $502,352 pursuant to this agreement which is included in “Sales Commissions” in the accompanying statement of operations.

Website Platform Maintenance Agreement

On April 29, 2020, Yubo Beijing executed an agreement with Hainan Haifu Technology Ltd. (“HHT”). The agreement provided for HHT to provide certain website maintenance services for Yubo Beijing and provided for Yubo Beijing to pay a monthly fee of RMB 150,000 ($22,231 using the December 31, 2020 average rate of 6.7473) to HHT. The term of the agreement, which originally was for one year expiring April 28, 2021, was mutually terminated on October 30, 2020. For the year ended December 31, 2020, the Company expensed $125,985 pursuant to this agreement which is included in “Other Operating Expenses” in the accompanying statement of operations.

Credit risk

Cash deposits with banks are held in financial institutions in the PRC, which are insured with deposit protection up to RMB 500,000 (approximately $76,586 at December 31, 2020). Accordingly, the Company has a concentration of credit risk related to the uninsured part of bank deposits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk.

Risks of Variable Interest Entity Structure

Although the structure the Company has adopted is consistent with longstanding industry practice, and is commonly adopted by comparable companies in China, the PRC government may not agree that these arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. There are uncertainties regarding the interpretation and application of PRC laws and regulations including those that govern the Company’s contractual arrangements, which could limit the Company’s ability to enforce these contractual arrangements. If the Company or its variable interest entity is found to be in violation of any existing or future PRC laws, rules or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including levying fines, revoking business and other licenses of the Company’s variable interest entity, requiring the Company to discontinue or restrict its operations, restricting its right to collect revenue, requiring the Company to restructure its operations or taking other regulatory or enforcement actions against the Company. In addition, it is unclear what impact the PRC government actions would have on the Company and on its ability to consolidate the financial results of its variable interest entity in the consolidated financial statements, if the PRC government authorities were to find the Company’s legal structure and contractual arrangements to be in violation of PRC laws, rules and regulations. If the imposition of any of these government actions causes the Company to lose its right to direct the activities of Yubo Beijing or the right to receive their economic benefits, the Company would no longer be able to consolidate Yubo Beijing.

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2020

SUBSEQUENT EVENTS

15- SUBSEQUENT EVENTS

On January 14, 2021, Platinum and its 7 shareholders (the “Shareholders”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with Yubo International Biotech Limited (“YBGJ”), formerly Magna-Lab Inc. Pursuant to the terms of the Exchange Agreement, the Shareholders received a total of 117,000,000 shares of YBGJ Class A common stock (representing approximately 99.00% of YBGJ common stock after the transaction) in exchange for their delivery of 100% of the 10,152,284 ordinary shares of Platinum issued and outstanding making Platinum a wholly owned subsidiary of YBGJ.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The accompanying consolidated financial statements for the years ended December 31, 2020 and December 31, 2019 comprise the following periods for each entity:

Name	Periods
Platinum	April 7, 2020 (Inception) – December 31, 2020
Yubo HK	May 4, 2020 (Inception) – December 31, 2020
Yubo Chengdu	September 4, 2020 (Inception) – December 31, 2020
Yubo Beijing	January 1, 2019 – December 31, 2020

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its two wholly owned subsidiaries, and its consolidated VIE for which the Company is the primary beneficiary.

All transactions and balances among the Company, its subsidiaries and consolidated VIE have been eliminated upon consolidation.

The accompanying consolidated financial statements reflect the activities of the following entities:

Name	Background		Ownership
Platinum International Biotech Co. LTD (“Platinum”)	· · ·	A Cayman Island company Incorporated on April 7, 2020 A holding company
Platinum International Biotech (Hong Kong) Limited.  (“Platinum HK”)	· · ·	A Hong Kong company Incorporated on May 4, 2020 A holding company	100% owned by Platinum
Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”)	· · · ·	A PRC company and deemed a wholly foreign owned enterprise Incorporated on September 4, 2020 Subscribed capital of $1,500,000 A holding company	100% owned by Platinum HK
Yubo International Biotech (Beijing) Limited (“Yubo Beijing”)	· · · ·	A PRC limited liability company Incorporated on June 14, 2016 Subscribed capital of $1,531,722 (RMB 10,000,000) Stem cell storage and bank	VIE of Yubo Chengdu WFOE

On September 11, 2020, our wholly-owned subsidiary, Yubo Chengdu, entered into the following contractual arrangements with Yubo Beijing and the shareholders of Yubo Beijing (the “Yubo Shareholders”), as applicable, each of which is enforceable and valid in accordance with the laws of the PRC:

Exclusive Consulting Services Agreement

Pursuant to the Exclusive Consulting Services Agreement among Yubo, Yubo WFOE, and the Yubo Shareholders, Yubo WFOE agrees to provide, and Yubo agrees to accept, exclusive management services provided by Yubo WFOE. Such management services include but are not limited to financial management, business management, marketing management, human resource management and internal control of Yubo. The Exclusive Consulting Services Agreement will remain in effect until the acquisition of all assets or equity of Yubo by Yubo WFOE is complete (as more fully described in the Exclusive Purchase Option Agreement below).

Exclusive Purchase Option Agreement

Under the Exclusive Option Agreement among Yubo, Yubo WFOE, and the Yubo Shareholders, the Yubo Shareholders granted Yubo WFOE an irrevocable and exclusive purchase option to acquire Yubo’s equity and/or assets at a nominal consideration. Yubo WFOE may exercise the purchase option at any time.

Equity Pledge Agreement

Under the Equity Pledge Agreement among Yubo WFOE and the Yubo Shareholders, the Yubo Shareholders pledged all of their equity interests in Yubo, including the proceeds thereof, to guarantee all of Yubo WFOE’s rights and benefits under the Exclusive Consulting Services Agreement and the Exclusive Option Agreement. Prior to termination of this Equity Pledge Agreement, the pledged equity interests cannot be transferred without Yubo WFOE’s prior consent. The Yubo Shareholders covenants to Yubo WFOE that among other things, it will only appoint/elect the candidates for the directors of Yubo nominated by Yubo WFOE.

Financial Statements of Yubo Beijing (VIE)

Except for $635,912 cash at December 31, 2020, all assets and liabilities included in the accompanying Consolidated Balance Sheets at December 31, 2020 and December 31, 2019 represent assets and liabilities of Yubo Beijing.

Except for $114,088 other operating expenses for the ended December 31, 2020, all revenues and expenses included in the accompanying Consolidated Statements of Operations for the years ended December 31, 2020 and December 31, 2019 represent revenues and expenses of Yubo Beijing.

Foreign Currency Translation

The accompanying consolidated financial statements are presented in United States dollars (“$”), which is the reporting currency of the Company. The functional currency of Platinum and Platinum HK is the United States dollar. The functional currency of the Company’s subsidiary and VIE located in the PRC is the Renminbi (“RMB”). For the entities whose functional currencies are the RMB, results of operations and cash flows are translated at average exchange rates during the period ($1=6.7473 RMB for the year ended December 31, 2020 and $1=6.9074 RMB for the year ended December 31, 2019), assets and liabilities are translated at the current exchange rate at the end of the period ($1=6.5286 RMB at December 31, 2020 and $1=6.9630 RMB at December 31, 2019), and equity is translated at historical exchange rates. The resulting translation adjustments are included in determining other comprehensive income (loss). Transaction gains and losses, which were not significant for the periods presented, are reflected in the consolidated statements of operations.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant estimates and assumptions by management include, among others, useful lives and impairment of long-lived assets, and income taxes including the valuation allowance for deferred tax assets. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in bank accounts, cash in time deposits, certificates of deposit and all highly liquid instruments with original maturities of three months or less.

Inventories

Inventories, mainly consisting of nebulizers and components, are stated at the lower of cost utilizing the weighted average method or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated selling costs.

The valuation of inventory requires the Company to estimate excess and slow-moving inventories. The Company evaluates the recoverability of the inventory based on expected demand and market conditions. No inventory write downs were recorded in the periods presented.

Property and Equipment

Property and equipment consist of leasehold improvements, air conditioning equipment, and office equipment. All property and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Property and equipment are depreciated on a straight-line basis over the following periods:

Leasehold improvements	Remaining term of lease
Air conditioning equipment	5 years
Office equipment	3 years

Intangible Assets

Intangible assets consist of distribution software and patents and are stated at historical cost less accumulated amortization. Amortization of intangible assets is calculated on a straight-line basis over the shorter of the contractual terms or the expected useful lives of the respective assets. The amortization period by major asset classes is as follows:

Distribution software	5 years
Patents	20 years

Impairment of Long-Lived Assets

The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of the asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial position. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Fair Value of Financial Instruments

The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.

The three levels are defined as follows:

Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value.

Financial instruments include cash, receivables, due from related parties, accounts payable and accrued expenses, and due to related parties. The carrying values of these financial instruments approximate their fair values due to the short-term maturities of these instruments.

For the periods presented, there were no financial assets or liabilities measured at fair value.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The initial measurement of the right-of-use asset is equal to the initial lease liability plus any initial direct costs.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

Revenue Recognition

The Company derives its revenue from the sale of nebulizers containing frozen tubes with medical fluid. The nebulizers are sold directly to consumers on the Company’s online e-commerce platform. The Company recognizes product revenues when the following four revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the selling price is fixed or determinable, and (iv) collectability is reasonably assured. The Company does not allow sales returns or exchanges.

Revenue is recorded net of value-added tax (“VAT”).

Advertising Costs

Advertising costs are expensed as incurred. 

Income Taxes

The Company follows the liability method in accounting for income taxes in accordance with ASC topic 740 (“ASC 740”), Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely than not that some portion, or all, of the deferred tax assets will not be realized.

The Company applies the provisions of ASC 740 to account for uncertainty in income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the consolidated financial statements.

The Company will classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations.

Net Loss per Share

Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted loss per ordinary share reflects the potential dilution that could occur if dilutive securities (such as stock options and convertible securities) were exercised or converted into ordinary shares. For the periods presented, the Company had no dilutive securities outstanding.

Comprehensive Loss

Comprehensive loss is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Comprehensive loss is reported in the consolidated statements of operations and comprehensive loss, including net loss and foreign currency translation adjustments, presented net of tax.

New Accounting Pronouncements

In February, 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02) “Leases (Topic 842)”. ASU 2016-02 requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted.

For finance leases, a lessee is required to do the following:

· Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the balance sheet.

· Recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement of comprehensive income.

· Classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows.

For operating leases, a lessee is required to do the following:

· Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the balance sheet.

· Recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis.

· Classify all cash payments within operating activities in the statement of cash flows.

Other than increasing assets and liabilities at the inception of Yubo Beijing’s office lease on August 1, 2019 (See Note 8), ASU 2016-02 has not had a significant effect on the Company’s financial position or results of operations.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on its consolidated financial position, statements of operations or cash flows.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of leasehold improvements

Leasehold improvements	Remaining term of lease
Air conditioning equipment	5 years
Office equipment	3 years

Schedule of intangible assets

Distribution software	5 years
Patents	20 years

Schedule of consolidated financial statements

Name	Periods
Platinum	April 7, 2020 (Inception) – December 31, 2020
Yubo HK	May 4, 2020 (Inception) – December 31, 2020
Yubo Chengdu	September 4, 2020 (Inception) – December 31, 2020
Yubo Beijing	January 1, 2019 – December 31, 2020

Name	Background		Ownership
Platinum International Biotech Co. LTD (“Platinum”)	· · ·	A Cayman Island company Incorporated on April 7, 2020 A holding company
Platinum International Biotech (Hong Kong) Limited.  (“Platinum HK”)	· · ·	A Hong Kong company Incorporated on May 4, 2020 A holding company	100% owned by Platinum
Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”)	· · · ·	A PRC company and deemed a wholly foreign owned enterprise Incorporated on September 4, 2020 Subscribed capital of $1,500,000 A holding company	100% owned by Platinum HK
Yubo International Biotech (Beijing) Limited (“Yubo Beijing”)	· · · ·	A PRC limited liability company Incorporated on June 14, 2016 Subscribed capital of $1,531,722 (RMB 10,000,000) Stem cell storage and bank	VIE of Yubo Chengdu WFOE

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INVENTORY (Tables)

12 Months Ended

Dec. 31, 2020

INVENTORY

Schedule of Inventory

	December 31,		December 31,
	2020		2019
Product components raw materials:
Frozen tubes to be attached to the nebulizer product	$	40,499	$	-
Unassembled nebulizers		4,733		-
Fluids to be inserted in the frozen tubes		11,470		-
Total product components raw materials		56,702		-
Refrigerated boxes		3,310		-
Delivery boxes		7,132		-
Total Inventory	$	67,144	$	-

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DUE FROM RELATED PARTIES (Tables)

12 Months Ended

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

Schedule of Due from related parties

	December 31,		December 31,
	2020		2019
Beijing Zhenhuikang Biotechnology Co., Ltd (“Zhenhuikang”) (1)	$	404,288	$	399,251
Yubo Global Biotechnology (Chengdu) Co., Ltd. (2)		25,360		-
Total Due From Related Parties	$	429,648	$	399,251

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PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2020

PROPERTY AND EQUIPMENT

Schedule of Property and equipment

	December 31,			December 31,
	2020			2019
Leasehold improvements	$	44,777		$	23,231
Air conditioning equipment		21,496			-
Office equipment		22,241			13,457
Total property and equipment		88,514			36,688
Less accumulated depreciation and amortization		(9,361	)		(91	)
Property and equipment, net	$	79,153		$	36,597

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INTANGIBLE ASSETS (Tables )

12 Months Ended

Dec. 31, 2020

INTANGIBLE ASSETS

Schedule of Intangible assets

	December 31,			December 31,
	2020			2019
Distribution software	$	37,906		$	-
Patents acquired from related party (Note 11)		21,239			-
Total intangible assets		59,145			-
Less: Accumulated amortization		(4,233	)		-
Intangible assets, net	$	54,912		$	-

Schedule of amortization of intangible assets

Year ending December 31, 2021		8,632
Year ending December 31, 2022		8,632
Year ending December 31, 2023		8,632
Year ending December 31, 2024		8,632
Year ending December 31, 2025		4,846
Thereafter		15,538
Total	$	54,912

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OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Tables)

12 Months Ended

Dec. 31, 2020

OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Tables)

Schedule of undiscounted minimum lease payments

	As of December 31, 2020
Year ending December 31, 2021	$	322,806

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DUE TO RELATED PARTIES (Tables)

12 Months Ended

Dec. 31, 2020

DUE TO RELATED PARTIES (Tables)

Schedule of Due to related parties

	December 31,		December 31,
	2020		2019
Mr. Jun Wang (1)	$	-	$	88,941
Mr. Yang Wang (2)		91,951		4,911
Total	$	91,951	$	93,852

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SHAREHOLDERS EQUITY (Tables)

12 Months Ended

Dec. 31, 2020

GOING CONCERN

Schedule of ordinary shares

Entity	Shares
1.       Flydragon International Limited (controlled by Mr. Jun Wang)		3,466,000
2.       Chinaone Technology Limited (controlled by Mr. Yang Wang)		1,667,000
3.       Boao Biotech Limited (controlled by Mr. Yulin Cao)		2,167,000
4.       Dragoncloud Technology Limited (controlled by Mr. Yang Wang)		500,000
5.       Focus Draw Group Limited (controlled by Ms. Lina Liu)		1,200,000
6.       Focusone Technology Group Limited (controlled by Mr. Jin Wei)		1,000,000
Total		10,000,000

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INCOME TAX (Tables)

12 Months Ended

Dec. 31, 2020

INCOME TAX

Schedule of deferred tax assets

	December 31, 2020			December 31, 2019
Net operating losses carry forward	$	207,227		$	57,798
Valuation allowance		(207,227	)		(57,798	)
Deferred tax assets, net	$	—		$	—

	For the year ended December 31, 2020			For the year ended December 31, 2019
Income tax (benefits) at 25%	$	(177,950	)	$	(57,798	)
Net loss of Platinum		28,522			-
Increase in valuation allowance		149,428			57,798
Provision for income taxes	$	—		$	—

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details )	12 Months Ended
	Dec. 31, 2020 USD ($)
Platinum [Member]
Name of company	A Cayman Island company
Date of incorporation	Apr. 07, 2020
Hong Kong [Member]
Name of company	A Hong Kong company
Ownership percentage	100.00%
Date of incorporation	May 04, 2020
Yubo Chengdu [Member]
Name of company	A PRC company and deemed a wholly foreign owned enterprise
Subscribed capital	$ 1,500,000
Ownership percentage	100.00%
Date of incorporation	Sep. 04, 2020
Yubo Beijing [Member]
Name of company	A PRC limited liability company
Subscribed capital	$ 1,531,722
Date of incorporation	Jun. 14, 2016
Voting interest equity	VIE of Yubo Chengdu WFOE

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	12 Months Ended
	Dec. 31, 2020
Air conditioning equipment [Member]
Estimated life of Property and Equipment	5 years
Office Equipment [Member]
Estimated life of Property and Equipment	3 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2)	12 Months Ended
	Dec. 31, 2020
Patents [Member]
Estimated life of Intangible Assets	20 years
Distribution software [Member]
Estimated life of Intangible Assets	5 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	12 Months Ended
	Dec. 31, 2020 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash	$ 635,912
Other operating expenses	$ 114,088
Foreign currency, Description	Results of operations and cash flows are translated at average exchange rates during the period ($1=6.7473 RMB for the year ended December 31, 2020 and $1=6.9074 RMB for the year ended December 31, 2019), assets and liabilities are translated at the current exchange rate at the end of the period ($1=6.5286 RMB at December 31, 2020 and $1=6.9630 RMB at December 31, 2019), and equity is translated at historical exchange rates.

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GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
GOING CONCERN
Net Losses	$ (711,801)	$ (231,193)

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INVENTORY (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
INVENTORY
Frozen tubes to be attached to the nebulizer product	$ 40,499	$ 0
Unassembled nebulizers	4,733	0
Fluids to be inserted in the frozen tubes	11,470	0
Total product components raw materials	56,702	0
Refrigerated boxes	3,310	0
Delivery boxes	7,132	0
Total Inventory	$ 67,144	$ 0

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DUE FROM RELATED PARTIES (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Total Due From Related Parties	$ 429,648	$ 399,251
Yubo Global Biotechnology [Member]
Total Due From Related Parties	25,360	0
Beijing Zhenhuikang Biotechnology Co., Ltd [Member]
Total Due From Related Parties	$ 404,288	$ 399,251

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PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Total property and equipment	$ 88,514	$ 36,688
Less accumulated depreciation and amortization	(9,361)	(91)
Property and equipment, net	79,153	36,597
Air conditioning equipment [Member]
Total property and equipment	21,496	0
Office Equipment [Member]
Total property and equipment	22,241	13,457
Leasehold improvements[Member]
Total property and equipment	$ 44,777	$ 23,231

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PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
PROPERTY AND EQUIPMENT
Depreciation and amortization of property and equipment	$ 8,966	$ 91

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INTANGIBLE ASSETS (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Total intangible assets	$ 21,239	$ 0
Less: Accumulated amortization	(4,233)	0
Intangible assets, net	54,912	0
Distribution software [Member]
Total intangible assets	37,906	0
Patents acquired from related party [Member]
Total intangible assets	$ 21,239	$ 0

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INTANGIBLE ASSETS (Details 1) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
INTANGIBLE ASSETS
Year ending December 31, 2021	$ 8,632
Year ending December 31, 2022	8,632
Year ending December 31, 2023	8,632
Year ending December 31, 2024	8,632
Year ending December 31, 2025	4,846
Thereafter	15,538
Intangible assets, net	$ 54,912	$ 0

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INTANGIBLE ASSETS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
INTANGIBLE ASSETS
Amortization of intangible assets	$ 4,096	$ 0

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OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details)	Dec. 31, 2020 USD ($)
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details)
2021	$ 322,806

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OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details Narrative)	12 Months Ended
	Dec. 31, 2020 USD ($) ft²	Dec. 31, 2019 USD ($)
Operating lease liability	$ 315,207
Future lease payments	322,806
Occupancy expense	$ 213,185	$ 101,702
August 1, 2019 [Member]
Lease area | ft²	746
Operating lease term	2 years 4 months 24 days
Lease renew term	2 years 9 months 18 days
Lease and rental expenses	$ 728,586
Lease payments	$ 86,811

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ADVANCES FROM PROSPECTIVE CUSTOMERSDISTRIBUTORS (Details Narrative)	12 Months Ended
	Dec. 31, 2020 USD ($)
Chief Executive Officer [Member] | Mr. Jun Wang [Member]
Advance received from customers	$ 757,896

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DUE TO RELATED PARTIES (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Due to related parties	$ 91,951	$ 93,852
Mr. Jun Wang [Member]
Due to related parties	0	88,941
Director [Member] | Mr. Yang Wang [Member]
Due to related parties	$ 91,951	$ 4,911

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DUE TO RELATED PARTIES (Details Narrative)	Dec. 31, 2020
Chief Executive Officer [Member] | Mr. Jun Wang [Member]
Acquisition percentage	37.81%
Director [Member] | Mr. Yang Wang [Member]
Acquisition percentage	23.64%

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SHAREHOLDERS EQUITY (Details) - shares	Dec. 31, 2020	Apr. 07, 2020	Dec. 31, 2019
Common stock shares issued	10,152,284		0
Mr. Yang Wang [Member] | Chinaone Technology Limited [Member]
Common stock shares issued		1,667,000
Mr. Yang Wang [Member] | Dragoncloud Technology Limited [Member]
Common stock shares issued		500,000
Mr. Yulin Cao [Member] | Boao Biotech Limited [Member]
Common stock shares issued		2,167,000
Ms. Lina Liu [Member] | Focus Draw Group Limited [Member]
Common stock shares issued		1,200,000
Mr. Jun Wang [Member] | Flydragon International Limited [Member]
Common stock shares issued		3,466,000
Mr. Jin Wei [Member] | Focusone Technology Group Limited [Member]
Common stock shares issued		1,000,000
Total [Member]
Common stock shares issued		10,000,000

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SHAREHOLDERS EQUITY (Details Narrative)	12 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2019 CNY (¥)	Sep. 11, 2020 shares	Apr. 07, 2020 shares
Common stock, shares sold					152,284
Subscribed capital | $	$ 1,531,722
Proceeds from related party | $	$ 617,580		$ 723,861
Average exchange rate | $ / shares	$ 6.7473		$ 6.9074
Subscribed capital, due amount | $	$ 127,592
Common stock shares issued	10,152,284		0
Common stock, outstanding	10,152,284		0
Common stock, authorized	500,000,000
Common stock, par value | $ / shares	$ 0.0001		$ 0.0001
Zhenxigu Medical Research Center LP [Member]
Proceeds from related party | ¥		¥ 417,000		¥ 1,250,000
Borong Hongtai Asset Management [Member]
Proceeds from related party | ¥		700,000		500,000
Platinum Health Management (Tianjin) Center [Member]
Proceeds from related party | ¥		667,000
Mr. Jun Wang [Member]
Proceeds from related party | ¥		1,466,000		¥ 2,000,000
Mr. Yang Wang [Member]
Proceeds from related party		¥ 917,000	$ 1,250,000
Yubo Chengdu [Member]
Subscribed capital, due amount | $	$ 1,500,000
Subsription capital, due date	Jan. 01, 2040	Jan. 01, 2040
Platinum International Biotech Co. [Member]
Common stock shares issued	10,152,284					10,000,000
Common stock, outstanding	10,152,284
Common stock, authorized	500,000,000
Common stock, par value | $ / shares	$ 0.0001

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended
	Feb. 27, 2020	Feb. 17, 2020
Beijing Zhenhuikang Biotechnology Co. LTD [Member] | Patent Transfer Agreement [Member]
Current exchange rate	$ 6.5286
Patents acquistions, consideration paid	$ 21,444
Beijing Zhenhuikang Biotechnology Co. LTD [Member] | Entrustment Technical Service Agreement [Member]
Current exchange rate	$ 6.5286
Harvesting packages	$ 30,604
Mr. Yulin Cao [Member] | Beijing Zhenxigu Medical Research Center LP [Member]
Entity own interest		18.18%
Current exchange rate		$ 6.7473
Research and development paid to related party		$ 3,588

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INCOME TAX (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
DUE TO RELATED PARTIES (Tables)
Net operating losses carry forward	$ 207,227	$ 57,798
Valuation allowance	(207,227)	(57,798)
Deferred tax assets, net	$ 0	$ 0

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INCOME TAX (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
DUE TO RELATED PARTIES (Tables)
Income tax (benefits) at 25%	$ (177,950)	$ (57,798)
Net loss of Platinum	28,522	0
Increase in valuation allowance	149,428	57,798
Provision for income taxes	$ 0	$ 0

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INCOME TAX (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jan. 01, 2008	Dec. 31, 2020	Dec. 31, 2019
Taxable losses		$ 597,713	$ 231,193
Income tax description		These losses can be carried forward for five years to reduce future years’ taxable income through year 2024 and year 2025, respectively
Uniform enterprise income tax rate	25.00%
Valuation allowances		100.00%	100.00%
Hong Kong [Member]
Statutory income tax rate		16.50%

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash deposit	$ 76,586
Average exchange rate	$ 6.7473	$ 6.9074
Director [Member] | Mr. Yang Wang [Member]
Sales commissions	$ 502,352
Website Platform Maintenance Agreement [Member]
Monthly maintenance services	$ 22,231
Average exchange rate	$ 6.7473
Other operating expenses	$ 125,985

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SUBSEQUENT EVENTS (Details Narrative) - shares	Jan. 14, 2021	Dec. 31, 2020	Dec. 31, 2019
Common stock shares issued		10,152,284	0
Exchange Agreement [Member] | Subsequent Event [Member] | Maximum [Member]
Ownership percentage	99.00%
Common Stock Class A [Member] | Exchange Agreement [Member] | Subsequent Event [Member]
Ownership percentage	100.00%
Ordinary shares	10,152,284
Common stock shares issued	117,000,000